DUBLIN and PLEASANTON, Calif., Feb. 13, 2017 /PRNewswire/ -- Allergan plc
(NYSE:AGN), a leading global biopharmaceutical company, and
ZELTIQ® Aesthetics, Inc. (NASDAQ:ZLTQ), a medical
technology company focused on developing and commercializing
products utilizing its proprietary controlled-cooling technology
platform, today announced that they have entered into a definitive
agreement under which Allergan has agreed to acquire ZELTIQ for
$56.50 per share, or $2.475
billion, subject to customary adjustments.
The acquisition of ZELTIQ is immediately accretive and enhances
Allergan's global medical aesthetics portfolio with the addition of
ZELTIQ's flagship CoolSculpting® System, the sales
leader in the fast-growing cash pay body contouring segment of
medical aesthetics. The CoolSculpting System is FDA-cleared to
affect appearance through lipolysis or reduction of unwanted fat
using a patented cooling technology. CoolSculpting works by gently
cooling targeted fat cells in the body to induce a natural,
controlled elimination of fat cells without affecting surrounding
tissue. Body contouring is a $4
billion market opportunity worldwide and growing.
"The acquisition of ZELTIQ is highly complementary and strategic
to Allergan. By adding the best-in-class body contouring
CoolSculpting System to our best-in-class facial aesthetics,
plastic surgery and regenerative medicine offerings we are creating
a world-class aesthetics business," said Brent Saunders, Chairman and CEO of Allergan.
"With CoolSculpting, our offerings to plastic surgeons,
dermatologists and aesthetic practitioners will now extend to three
of the largest and fastest-growing segments of their practices,
putting Allergan in a unique position to provide expanded customer
service, and help meet the needs of patients."
"Allergan's world-class medical aesthetics products, global
footprint, history and commitment to developing best-in-class
aesthetic treatments makes the Company ideally suited to realize
the maximum commercial potential of the ZELTIQ controlled-cooling
technology platform," said Mark
Foley, Chief Executive Officer of ZELTIQ. "I appreciate the
unwavering commitment and dedication of the ZELTIQ team in building
a world-class Company and technology platform with CoolSculpting.
We look forward to working with Allergan to ensure successful
completion of this transaction, and supporting the ongoing success
of the CoolSculpting technology in the U.S. and around the
world."
Allergan's acquisition of ZELTIQ is subject to approval by the
shareholders of ZELTIQ, expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and fulfillment of certain other customary conditions to
closing. Assuming typical regulatory and shareholder approval
timeframes, Allergan currently anticipates closing the transaction
in the second half of 2017.
Moelis & Company is acting as financial advisor to Allergan,
and Debevoise & Plimpton LLP is acting as lead legal counsel.
Guggenheim Securities is acting as financial advisor to ZELTIQ, and
Cooley LLP is serving as legal counsel.
Conference Call and Webcast
Allergan will host a brief conference call and webcast today at
9:00 a.m. ET to discuss the
transaction. The conference call can be accessed from within the
U.S. by dialing (877) 251-7980, conference ID 71941558. From
international locations, the conference call can be accessed at
(716) 803-8252 using the same conference ID. To access the webcast
and slides go to Allergan's Investor Relations Web site at
ir.allergan.com or through the following URL:
http://edge.media-server.com/m/p/bf98fk5y. A replay of the
conference call will also be available by dialing (855) 859-2056 in
the U.S. or (404) 537-3406 outside of the U.S., conference ID
71941558.
About the CoolSculpting® Procedure
CoolSculpting® is a non-surgical, clinically proven
procedure that selectively reduces unwanted fat using a patented
cooling technology. CoolSculpting works by gently cooling targeted
fat cells in the body to induce a natural, controlled elimination
of fat cells without affecting surrounding tissue. Millions of
CoolSculpting treatments have been performed by more than 5,700
CoolSculpting systems in over 80 countries. Market research
indicates up to a 95 percent customer satisfaction rate with the
CoolSculpting procedure. CoolSculpting is available through a
network of dermatologists, plastic surgeons and leading aesthetic
specialists that offer the procedure. More information can be found
at http://www.coolsculpting.com.
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global
pharmaceutical company. Allergan is focused on developing,
manufacturing and commercializing branded pharmaceuticals, devices
and biologic products for patients around the world.
Allergan markets a portfolio of leading brands and best-in-class
products for the central nervous system, eye care, medical
aesthetics and dermatology, gastroenterology, women's health,
urology and anti-infective therapeutic categories.
Allergan is an industry leader in Open Science, the
Company's R&D model, which defines our approach to identifying
and developing game-changing ideas and innovation for better
patient care. This approach has led to Allergan building one
of the broadest development pipelines in the pharmaceutical
industry with 70+ mid-to-late stage pipeline programs in
development.
Our Company's success is powered by our more than 16,000 global
colleagues' commitment to being Bold for Life. Together, we build
bridges, power ideas, act fast and drive results for our customers
and patients around the world by always doing what is right.
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 every day.
For more information, visit Allergan's website
at www.Allergan.com.
About ZELTIQ®
ZELTIQ® is a medical technology company focused
on developing and commercializing products utilizing its
proprietary controlled-cooling technology platform. ZELTIQ's first
commercial product, the CoolSculpting® System, is designed to
reduce unwanted fat. CoolSculpting is based on the scientific
principle that fat cells are more sensitive to cold than the
overlying skin and surrounding tissues. It utilizes patented
technology of precisely controlled cooling to reduce the
temperature of fat cells in the treated area, which is intended to
cause fat cell elimination through a natural biological process
known as apoptosis. ZELTIQ developed CoolSculpting to
safely, noticeably, and measurably reduce the fat layer, to affect
appearance.
Forward-Looking Statement
Statements contained in this press release that refer to future
events or other non-historical facts, including with respect to
Allergan's acquisition of ZELTIQ are forward-looking statements
that reflect Allergan's current perspective of existing trends and
information as of the date of this release. Except as expressly
required by law, Allergan disclaims any intent or obligation to
update these forward-looking statements. Actual results may differ
materially from Allergan's current expectations depending upon a
number of factors affecting Allergan's business. These factors
include, among others, the difficulty of predicting future clinical
results based on prior clinical results; the timing or outcome of
FDA approvals or actions, if any; successful integration of the
ZELTIQ acquisition and the ability to realize the anticipate
synergies and benefits of the ZELTIQ acquisition; the impact of
competitive products and pricing; market acceptance of and
continued demand for Allergan's and ZELTIQ's products; difficulties
or delays in manufacturing; the ability of Allergan to complete the
acquisition of ZELTIQ; and other risks and uncertainties detailed
in Allergan's periodic public filings with the Securities and
Exchange Commission, including but not limited to Allergan's Annual
Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form
10-Q for the quarter ended September 30,
2016 (certain of such periodic public filings having been
filed under the "Actavis plc" name). Except as expressly required
by law, Allergan disclaims any intent or obligation to update these
forward-looking statements.
Additional Information and Where to Find It.
In connection with the proposed transaction, ZELTIQ Aesthetics,
Inc. will be filing documents with the SEC, including preliminary
and definitive proxy statements relating to the proposed
transaction. The definitive proxy statement will be mailed to
ZELTIQ stockholders in connection with the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE
PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORTED BY REFERENCE
IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents (when they are available) and other related documents
filed with the SEC at the SEC's web site at www.sec.gov, on
ZELTIQ's website at www.zeltiq.com or by contacting ZELTIQ Investor
Relations at (925) 474-2500.
ZELTIQ, Allergan plc and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the stockholders of ZELTIQ in connection with the
proposed transaction. Information regarding the special
interests of ZELTIQ's directors and executive officers in the
proposed transaction will be included in the proxy statement
described above. These documents are available free of charge
at the SEC's web site at www.sec.gov and from ZELTIQ Investor
Relations as described above. Information about Allergan's
directors and executive officers can be found in Allergan's
definitive proxy statement filed with the SEC on March 25, 2016. You can obtain a free copy of
this document at the SEC's website at www.sec.gov or by accessing
Allergan's website at www.allergan.com and clicking on the
"Investors" link and then clicking on the "SEC Filings" link.
CONTACTS:
Allergan:
Investors:
Lisa DeFrancesco
(862) 261-7152
Media:
Mark Marmur
(862) 261-7558
ZELTIQ:
Investors:
Nick Laudico
The Ruth Group
(646) 536-7030
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SOURCE Allergan plc; ZELTIQ