DUBLIN and WESTLAKE VILLAGE, Calif., Aug. 5, 2015 /PRNewswire/ -- Allergan plc (NYSE:
AGN) and KYTHERA Biopharmaceuticals, Inc. (NASDAQ: KYTH) today
announced that they have amended and restated their merger
agreement with respect to Allergan's pending acquisition of KYTHERA
to provide for all-cash consideration to KYTHERA's stockholders.
The agreement amends and restates the original merger agreement
entered into by the parties on June 17,
2015, as amended on July 1,
2015.
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Pursuant to the amended and restated agreement, Allergan and
KYTHERA have agreed to revise the structure of their previously
announced transaction to provide that the $75 per share merger consideration to be paid to
KYTHERA stockholders will be paid entirely in cash, instead of 80%
cash and 20% stock as provided for under the original agreement.
The other terms of the amended and restated agreement are
substantially similar to those in the original agreement.
Allergan and KYTHERA anticipate that the all-cash transaction
provided for under the amended and restated agreement can be
completed more quickly than the cash and stock transaction provided
for under the terms of the original agreement.
As previously announced on July 27,
2015, the U.S. Federal Trade Commission (FTC) has granted
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (HSR Act) with respect to
Allergan's pending acquisition of KYTHERA. The early termination of
the waiting period under the HSR Act satisfies one of the
conditions to the closing of the pending acquisition, which remains
subject to other customary closing conditions, including receipt of
approval by KYTHERA's stockholders. Pending such approval and
fulfillment of other conditions, Allergan currently anticipates
closing the transaction in the third quarter of 2015.
About KYBELLA™
KYBELLA™ is the first and only approved non-surgical treatment
for contouring moderate to severe submental fullness, commonly
referred to as double chin. KYBELLA™ is a non-human and non-animal
formulation of deoxycholic acid, a naturally-occurring molecule in
the body that aids in the breakdown and absorption of dietary fat.
When injected into subcutaneous fat, KYBELLA™ causes the
destruction of fat cells. Once destroyed, those cells cannot store
or accumulate fat.
KYBELLA™ (deoxycholic acid) injection is indicated for
improvement in the appearance of moderate to severe convexity or
fullness associated with submental fat in adults.
The safe and effective use of KYBELLA™ for the treatment of
subcutaneous fat outside the submental region has not been
established and is not recommended.
About Allergan
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a unique, global
pharmaceutical company and a leader in a new industry model –
Growth Pharma. Allergan is focused on developing, manufacturing and
commercializing innovative branded pharmaceuticals, high-quality
generic and over-the-counter medicines and biologic products for
patients around the world.
Allergan markets a portfolio of best-in-class products that
provide valuable treatments for the central nervous system, eye
care, medical aesthetics, gastroenterology, women's health,
urology, cardiovascular and anti-infective therapeutic categories,
and operates the world's third-largest global generics business,
providing patients around the globe with increased access to
affordable, high-quality medicines. Allergan is an industry leader
in research and development, with one of the broadest development
pipelines in the pharmaceutical industry and a leading position in
the submission of generic product applications globally.
With commercial operations in approximately 100 countries,
Allergan is committed to working with physicians, healthcare
providers and patients to deliver innovative and meaningful
treatments that help people around the world live longer, healthier
lives.
For more information, visit Allergan's website at
http://www.allergan.com.
About KYTHERA®
KYTHERA Biopharmaceuticals, Inc. is a biopharmaceutical company
focused on the discovery, development and commercialization of
novel prescription products for the aesthetic medicine market. In
addition to its lead product KYBELLA™, KYTHERA also licensed the
worldwide rights to setipiprant (KYTH-105), an early-stage
potential treatment for hair loss. KYTHERA's longer-term strategy
is to leverage its biotechnology and aesthetics experience to
expand its product portfolio and pipeline. KYTHERA has received
regulatory approval for BELKYRA™ in Canada and has submitted regulatory filings
for ATX-101 in Switzerland and
Australia. Find more information
at http://www.kythera.com.
Allergan Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this communication that refer to
Allergan's estimated or anticipated future results or other
non-historical facts are "forward-looking statements" that reflect
Allergan's current perspective of existing trends and information
as of the date of this communication. Forward looking statements
generally will be accompanied by words such as "anticipate,"
"believe," "plan," "could," "should," "estimate," "expect,"
"forecast," "outlook," "guidance," "intend," "may," "might,"
"will," "possible," "potential," "predict," "project," or other
similar words, phrases or expressions. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the KYTHERA acquisition, including future financial and
operating results, Allergan's or KYTHERA's plans, objectives,
expectations and intentions and the expected timing of completion
of the transaction. It is important to note that Allergan's goals
and expectations are not predictions of actual performance. Actual
results may differ materially from Allergan's current expectations
depending upon a number of factors affecting Allergan's business,
KYTHERA's business and risks associated with acquisition
transactions. These factors include, among others, the inherent
uncertainty associated with financial projections; successful
closing of the KYTHERA acquisition; subsequent integration of the
KYTHERA acquisition and the market potential of KYBELLA™; the
ability to obtain the requisite KYTHERA stockholder approval; the
risk that a condition to closing of the KYTHERA acquisition may not
be satisfied on a timely basis or at all; the failure of the
proposed transaction to close for any other reason; the anticipated
size of the markets and continued demand for Allergan's and
KYTHERA's products; the impact of competitive products and pricing;
access to available financing (including financing for the
acquisition or refinancing of debt) on a timely basis and on
reasonable terms; the risks of fluctuations in foreign currency
exchange rates; the risks and uncertainties normally incident to
the pharmaceutical industry, including product liability claims and
the availability of product liability insurance on reasonable
terms; the difficulty of predicting the timing or outcome of
pending or future litigation or government investigations; periodic
dependence on a small number of products for a material source of
net revenue or income; variability of trade buying patterns;
changes in generally accepted accounting principles; risks that the
carrying values of assets may be negatively impacted by future
events and circumstances; the timing and success of product
launches; the difficulty of predicting the timing or outcome of
product development efforts and regulatory agency approvals or
actions, if any; market acceptance of and continued demand for
Allergan's and KYTHERA's products; costs and efforts to defend or
enforce intellectual property rights; difficulties or delays in
manufacturing; the availability and pricing of third party sourced
products and materials; successful compliance with governmental
regulations applicable to Allergan's and KYTHERA's facilities,
products and/or businesses; changes in the laws and regulations
affecting, among other things, pricing and reimbursement of
pharmaceutical products; changes in tax laws or interpretations
that could increase Allergan's consolidated tax liabilities; the
loss of key senior management or scientific staff; and such other
risks and uncertainties detailed in Allergan's periodic public
filings with the Securities and Exchange Commission (the "SEC"),
including but not limited to Allergan's Annual Report on Form 10-K
for the year ended December 31, 2014,
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2015 (such periodic public
filings having been filed under the "Actavis plc" name), and from
time to time in Allergan's other investor communications. Except as
expressly required by law, Allergan disclaims any intent or
obligation to update or revise these forward-looking
statements.
KYTHERA Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements"
relating to the acquisition of KYTHERA by Allergan. Such
forward-looking statements are based on current expectations and
involve inherent risks and uncertainties, including factors that
could delay, divert or change any of them, and could cause actual
outcomes and results to differ materially from current
expectations. No forward-looking statement can be guaranteed. Among
other risks, there can be no guarantee that the transaction will be
completed, or if it is completed, that it will close within the
anticipated time period.
Except for the historical information presented herein, matters
discussed herein may constitute forward-looking statements that are
subject to certain risks and uncertainties that could cause actual
results to differ materially from any future results, performance
or achievements expressed or implied by such statements. Statements
that are not historical facts, including statements preceded by,
followed by, or that include the words "future"; "anticipate";
"potential"; "believe"; or similar statements are forward-looking
statements. Risks and uncertainties include uncertainties as to the
timing of the Merger; the possibility that various closing
conditions for the transaction may not be satisfied or waived; the
effects of disruption from the transaction making it more difficult
to maintain relationships with employees, licensees, other business
partners or governmental entities; the ability of KYBELLA™ to be a
first-in-class submental contouring injectable drug; anticipated
commercial availability of KYBELLA™; the ability of KYBELLA™ to be
a less-invasive, non-surgical option for the treatment of submental
fullness; expectations regarding KYTHERA's longer-term strategy; as
well as risks detailed from time to time in KYTHERA's periodic
public filings with the SEC, including but not limited to its
Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form
10-Q for the quarterly period ended March
31, 2015. Such forward-looking statements involve
substantial risks and uncertainties that could cause KYTHERA's
clinical development programs, future results, performance or
achievements to differ significantly from those expressed or
implied by the forward-looking statements. Such risks and
uncertainties include, among others, the uncertainties inherent in
the clinical drug development process, including the regulatory
approval process, KYTHERA's substantial dependence on KYBELLA™, and
other matters that could affect the availability or commercial
potential of KYTHERA's drug candidate. The forward-looking
statements made herein speak only as of the date hereof. KYTHERA
undertakes no obligation to update or revise any forward-looking
statements.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with
the proposed acquisition by Allergan of KYTHERA, KYTHERA will file
with the SEC a proxy statement on Schedule 14A. The
definitive proxy statement will be delivered to stockholders of
KYTHERA. INVESTORS AND SECURITY HOLDERS OF KYTHERA ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to
obtain free copies of the definitive proxy statement (when
available) and other documents filed with the SEC by Allergan and
KYTHERA through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the
SEC by Allergan will be available free of charge on Allergan's
internet website at http://www.allergan.com or by contacting
Allergan's Investor Relations Department at (862) 261-7488.
Copies of the documents filed with the SEC by KYTHERA will be
available free of charge on KYTHERA's internet website at
http://www.kythera.com or by contacting KYTHERA's Investor
Relations Department at (818) 587-4559.
Participants in the Merger Solicitation
Allergan, KYTHERA, their respective directors and certain of
their executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the KYTHERA stockholders in connection with the
proposed merger will be set forth in the proxy statement when it is
filed with the SEC. Information about the directors and
executive officers of KYTHERA is set forth in its proxy statement
for its 2015 annual meeting of stockholders, which was filed with
the SEC on April 23, 2015 and certain
of its Current Reports on Form 8-K. Information about the
directors and executive officers of Allergan is set forth in
Allergan's proxy statement for its 2015 annual meeting of
shareholders, which was filed with the SEC on April 24, 2015 and certain of its Current Reports
on Form 8-K (such proxy statement and certain of such periodic
public filings having been filed under the "Actavis plc"
name). Additional information regarding the participants in
the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.
CONTACTS:
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Allergan:
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Investors:
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Lisa
DeFrancesco
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(862)
261-7152
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Media:
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Mark
Marmur
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(862)
261-7558
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KYTHERA:
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Investors:
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Heather
Rowe
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(818)
587-4559
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Media:
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Ashley
Cadle
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(310)
463-0143
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SOURCE Allergan plc