Allergan, Inc. to Acquire SkinMedica, Inc.
Acquisition Enhances Allergan Leadership in “Physician Dispensed” Topical Aesthetics
November 16, 2012 (Irvine, CA)-- Allergan, Inc (NYSE:AGN) announces that it has entered into a definitive agreement with SkinMedica, Inc. to acquire the privately held company’s topical aesthetics skin care business. Under the terms of the agreement, Allergan will pay SkinMedica $350 million up-front (subject to certain adjustments) for the business, which includes a variety of “physician dispensed” non-prescription aesthetic skin care products and prescription products. Allergan will also pay SkinMedica an additional $25 million contingent upon the acquired products achieving a specific level of net sales. The acquisition, which is expected to close later this year, does not include the SkinMedica Colorescience aesthetic make-up line. SkinMedica will be spinning out the Colorescience business in connection with the closing of the acquisition.
“Allergan is widely recognized for our leadership in the facial aesthetics area,” said David E.I. Pyott, Chairman of the Board, President and Chief Executive Officer, Allergan. “The acquisition of SkinMedica will nicely complement our existing facial aesthetics business, which includes products such as BOTOX® Cosmetic, JUVEDERM®, and LATISSE®, and will enable us to take a leadership position in the growing ‘physician dispensed’ topical aesthetics skin care category. Most importantly, the acquisition will allow us to expand our product portfolio to better meet the needs of our existing base of physician customers and their patients.”
Following the acquisition, Allergan plans to operate SkinMedica as a separate global business and will leverage a number of Allergan’s existing preferred customer programs with the SkinMedica product line to provide additional benefits to physicians and patients. Bob Rhatigan, who currently serves as Senior Vice President, Facial Aesthetics, Allergan, will assume the role of Senior Vice President, General Manager and Chief Executive, SkinMedica. Mary Fisher, Chief Executive Officer, SkinMedica, will join Allergan and assist Mr. Rhatigan in the acquisition integration to ensure the maximization of revenue building opportunities. The Allergan topical aesthetics sales force and the SkinMedica sales force will continue to represent their respective product lines over the near term. Following the completion of the acquisition, a larger and combined SkinMedica sales force will assume responsibility for the line of products including the revolutionary SkinMedica TNS product line, Allergan’s VIVITÉ® product line and LATISSE®, the one and only FDA approved product to treat inadequate or not enough eye lashes.
BOTOX® Cosmetic (onabotulinumtoxinA) Important Information
BOTOX® Cosmetic is a prescription medicine that is injected into muscles and used to improve the look of moderate to severe frown lines between the eyebrows (glabellar lines) in people 18 to 65 years of age for a short period of time (temporary).
IMPORTANT SAFETY INFORMATION
BOTOX® Cosmetic may cause serious side effects that can be life threatening. Call your doctor or get medical help right away if you have any of these problems any time (hours to weeks) after injection of BOTOX® Cosmetic:
Problems swallowing, speaking, or breathing, due to weakening of associated muscles, can be severe and result in loss of life. You are at the highest risk if these problems are pre-existing before injection. Swallowing problems may last for several months
- Spread of toxin effects. The effect of botulinum toxin may affect areas away from the injection site and cause serious symptoms including: loss of strength and all-over muscle weakness, double vision, blurred vision and drooping eyelids, hoarseness or change or loss of voice (dysphonia), trouble saying words clearly (dysarthria), loss of bladder control, trouble breathing, trouble swallowing. If this happens, do not drive a car, operate machinery, or do other dangerous activities
The dose of BOTOX® Cosmetic is not the same as, or comparable to, another botulinum toxin product.
There has not been a confirmed serious case of spread of toxin effect when BOTOX® Cosmetic has been used at the recommended dose to treat frown lines.
Serious and/or immediate allergic reactions have been reported. They include: itching, rash, red itchy welts, wheezing, asthma symptoms, or dizziness or feeling faint. Tell your doctor or get medical help right away if you are wheezing or have asthma symptoms, or if you become dizzy or faint.
Do not take BOTOX® Cosmetic if you: are allergic to any of the ingredients in BOTOX® Cosmetic (see Medication Guide for ingredients); had an allergic reaction to any other botulinum toxin product such as Myobloc® (rimabotulinumtoxinB), Dysport® (abobotulinumtoxinA), or Xeomin® (incobotulinumtoxinA); have a skin infection at the planned injection site.
Tell your doctor about all your muscle or nerve conditions, such as amyotrophic lateral sclerosis (ALS or Lou Gehrig’s disease), myasthenia gravis, or Lambert-Eaton syndrome, as you may be at increased risk of serious side effects including severe dysphagia (difficulty swallowing) and respiratory compromise (difficulty breathing) from typical doses of BOTOX® Cosmetic.
Tell your doctor about all your medical conditions, including: plans to have surgery; had surgery on your face; weakness of forehead muscles, such as trouble raising your eyebrows; drooping eyelids; any other abnormal facial change; are pregnant or plan to become pregnant (it is not known if BOTOX® Cosmetic can harm your unborn baby); are breast-feeding or plan to breast-feed (it is not known if BOTOX® Cosmetic passes into breast milk).
Human albumin and spread of viral diseases. BOTOX® Cosmetic contains albumin, a protein component of human blood. The potential risk of spreading viral diseases [eg Creutzfeldt-Jakob Disease (CJD)] via human serum albumin is extremely rare. No cases of viral diseases or CJD have ever been reported in association with human serum albumin.
Tell your doctor about all the medicines you take, including prescription and nonprescription medicines, vitamins, and herbal products. Using BOTOX® Cosmetic with certain other medicines may cause serious side effects. Do not start any new medicines until you have told your doctor that you have received BOTOX® Cosmetic in the past.
Especially tell your doctor if you: have received any other botulinum toxin product in the last 4 months; have received injections of botulinum toxin, such as Myobloc®, Dysport®, or Xeomin® in the past (be sure your doctor knows exactly which product you received); have recently received an antibiotic by injection; take muscle relaxants; take an allergy or cold medicine; or take a sleep medicine.
Other side effects of BOTOX® Cosmetic include: dry mouth, discomfort or pain at the injection site, tiredness, headache, neck pain, and eye problems: double vision, blurred vision, decreased eyesight, drooping eyelids, swelling of your eyelids, and dry eyes.
For more information refer to the Medication Guide or talk with your doctor.
You are encouraged to report negative side effects of prescription drugs to the FDA. Visit www.fda.gov/medwatch or call 1-800-FDA-1088.
LATISSE® (bimatoprost ophthalmic Solution) 0.03% Important Information
LATISSE® solution is a prescription treatment for hypotrichosis (inadequate or not enough eyelashes) to grow eyelashes longer, fuller and darker.
Important Safety Information:
If you are using, or have used, prescription products for any eye pressure problems, only use LATISSE® under close doctor care.
LATISSE® use may cause increased brown pigmentation of the colored part of the eye which is likely permanent.
Eyelid skin darkening may occur which may be reversible.
Only apply at the base of the upper eyelashes. DO NOT APPLY to the lower eyelid. Hair growth may occur in other skin areas that LATISSE® solution frequently touches.
If you develop or experience any eye problems or have eye surgery, consult your doctor immediately about continued use of LATISSE®.
The most common side effects after using LATISSE® solution are itchy eyes and/or eye redness.
If discontinued, lashes will gradually return to their previous appearance.
For more information on LATISSE®, please see full Product Information.
JUVÉDERM® XC Important Information
JUVÉDERM® injectable gel (including JUVÉDERM® Ultra, JUVÉDERM® Ultra Plus, JUVÉDERM® Ultra XC, and JUVÉDERM® Ultra Plus XC) is indicated for correction of moderate to severe facial wrinkles and folds (such as nasolabial folds).
IMPORTANT SAFETY INFORMATION
Treatment side effects are usually mild to moderate, lasting 7 days or less, and include temporary injection-site reactions such as redness, pain, firmness, swelling, and bumps. JUVÉDERM® is not for people with severe allergies.
To report a problem with JUVÉDERM®, please call Allegan Product Surveillance at 1-800-624-4261.
JUVÉDERM® injectable gel is available by prescription only.
SkinMedica, Inc. is focused on developing, acquiring, and commercializing products that improve the appearance of skin. SkinMedica markets and sells to physicians, with a focus on aesthetics, both prescription and non-prescription skin care products. The company's full line of aesthetic skin care products includes the revolutionary TNS Essential Serum® and hallmark TNS Recovery Complex®. The formulations in SkinMedica’s clinical skin care collection enhance skin appearance, reduce signs of aging, and provide other skin care benefits. SkinMedica's primary prescription product, VANIQA® (eflornithine hydrochloride) Cream 13.9%, is the only FDA-approved prescription product for the reduction of unwanted facial hair in women.
About Allergan, Inc.
Allergan is a multi-specialty health care company established more than 60 years ago with a commitment to uncover the best of science and develop and deliver innovative and meaningful treatments to help people reach their life’s potential. Today, we have approximately 10,500 highly dedicated and talented employees, global marketing and sales capabilities with a presence in more than 100 countries, a rich and ever-evolving portfolio of pharmaceuticals, biologics, medical devices and over-the-counter consumer products, and state-of-the-art resources in R&D, manufacturing and safety surveillance that help millions of patients see more clearly, move more freely and express themselves more fully. From our beginnings as an eye care company to our focus today on several medical specialties, including eye care, neurosciences, medical aesthetics, medical dermatology, breast aesthetics, obesity intervention and urologics, Allergan is proud to celebrate more than 60 years of medical advances and proud to support the patients and physicians who rely on our products and the employees and communities in which we live and work. For more information regarding Allergan, go to: www.allergan.com.
Allergan Forward-Looking Statements
This press release contains "forward-looking statements," including, but not limited to, the statements by Mr. Pyott and other statements regarding the transaction, including closing and the timing of closing, statements regarding the expected benefits of the transaction and other statements regarding how Allergan plans to operate SkinMedica. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Allergan's expectations and projections. Risks and uncertainties include, among other things, general industry and market conditions; technological advances and patents attained by competitors; challenges inherent in the research and development and regulatory processes; challenges related to product marketing, such as the unpredictability of market acceptance for new products and/or the acceptance of new indications for such products; inconsistency of treatment results among patients; general economic conditions; and governmental laws and regulations affecting domestic and foreign operations. Allergan expressly disclaims any intent or obligation to update these forward-looking statements except as required by law. Additional information concerning the above referenced risk factors and other risk factors can be found in Allergan's public periodic filings with the Securities and Exchange Commission, including the discussion under the heading "Risk Factors" in Allergan's 2011 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Additional information about Allergan is available at www.allergan.com or you can contact the Allergan Investor Relations Department by calling 714-246-4636.
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