A Medical Device Daily
Allergan (Irvine, California) said the Federal Trade Commission (FTC; Washington) has approved the company's proposed acquisition of Inamed (Santa Barbara, California). Clearance by the FTC was the final antitrust approval required for the acquisition.
With the FTC action, Allergan said it expects to complete its exchange offer for the outstanding shares of Inamed common stock immediately following 6 p.m., EST, on Friday, the currently scheduled expiration time for the exchange offer.
Allergan is offering to exchange either $84 in cash or 0.8498 of a share of its common stock for each outstanding share of Inamed common stock, at the election of the holder. Elections of Inamed stockholders are subject to proration as described in Allergan's Form S-4 registration statement filed with the SEC on Nov. 21, 2005, and subsequently amended. Under those terms, 45% of the aggregate Inamed shares tendered will be exchanged for cash and 55% of the shares tendered will be exchanged for shares of Allergan stock.
“We are pleased to have received U.S. antitrust approval from the FTC, and we look forward to rapidly completing the Inamed acquisition so we can initiate our integration plan,“ said David Pyott, Allergan's CEO and chairman. “We expect to finalize the acquisition as promptly as possible after the exchange offer is completed.“
Inamed had been the acquisition target of Medicis Pharmaceutical (Scottsdale, Arizona) last fall when Allergan, maker of the dermal filler Botox, jumped into the fray in mid-November, offering about $3.2 billion in cash and stock to acquire the manufacturer of breast implants (Medical Device Daily, Nov. 16, 2005). That offer represented about a 16% premium over the Medicis offer.
Inamed agreed in March 2005 to be acquired by Medicis in a cash-and-stock deal then worth $2.8 billion.
At the time it made its offer, Allergan cited both the premium it was offering over Medicis' offer and its belief that a combination of Allergan and Inamed would result in a stronger company than under a Medicis-Inamed combination.
“This acquisition marks a significant expansion of our existing medical aesthetics franchise,“ said Pyott during a conference call following the unveiling of the Allergan offer.
Allergan said it was committed to a rapid divestiture of Reloxin, Inamed's botulinum toxin type A product, to minimize potential antitrust issues. Getting the FTC to sign off on the acquisition from a competition standpoint, however, became a long-drawn-out process, with numerous extensions in the deadline for the Allergan exchange offer made necessary because FTC approval was slow in coming.
Allergan said in announcing its offer that the acquisition would enable it to offer a “broad portfolio of medical aesthetic products“ to patients and customers and leverage “significant growth and cross-marketing and cross-selling opportunities.“
In addition to Reloxin and other dermal fillers, Inamed's product portfolio includes leading breast implants and the BioEnterics Lap-Band system, a minimally invasive surgical device used to treat obesity.
Allergan commercializes products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other specialty markets.
In other dealmaking news:
• American HomePatient (AH; Brentwood, Tennessee) confirmed that its board of directors received a letter from Highland Capital Management in which Highland proposes to acquire all outstanding shares of American HomePatient for $3.40 a share in cash. The board said it is reviewing the proposal to determine the course of action that will serve the best interests of company stockholders. The board reiterated its willingness to consider a transaction with any party, including Highland.
AH has retained UBS Securities to assist in evaluating any proposed transactions, and the company has informed Highland that it will explore further the Highland offer.
American HomePatient is a large home healthcare provider, with 265 centers in 34 states.
• OnCURE Medical (Newport Beach, California), a provider of outpatient radiation therapy services, reported acquiring a radiation cancer therapy center in Avon Park, Florida, from Radiation Oncology Associates .
Dr. Shyam Paryani, OnCURE chairman, said, “With the addition of this center to our existing central Florida network, which includes cancer centers in Sebring and Bradenton, OnCURE is furthering its commitment to expand our regional networks of radiation centers in association with quality doctors.“
OnCURE owns, operates and manages 29 radiation centers and other mobile radiation and radiology imaging units, all in California and Florida.
• Windrose Medical Properties Trust (Indianapolis), a medical properties real estate investment trust, said it executed contracts to acquire a portfolio of three properties for a total price of about $81.3 million, subject to customary closing conditions.
The sellers have agreed to receive some $5.6 million of the purchase price in limited partnership units of Windrose Medical Properties, Windrose's operating partnership, with each unit valued at $15.
The first property is an acute-care hospital consisting of 92,420 rentable square feet in the Houston market. The second is a medical plaza that includes an ambulatory surgery center specializing in bariatrics with imaging and physician office space consisting of about 79,040 rentable square feet, also in the Houston market. The third property is a medical plaza that includes an ambulatory surgery center consisting of about 60,070 rentable square feet located in the San Antonio market.
The transaction is expected to close in 2Q06.