Filed by Allergan, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Inamed Corporation
Registration No. 333-129871
ALLERGAN EXTENDS EXPIRATION DATE OF EXCHANGE OFFER FOR
INAMED CORPORATION
IRVINE, Calif., January 9, 2006 Allergan, Inc. (NYSE: AGN) today announced that it is extending
the expiration date of its exchange offer for all outstanding shares of common stock of Inamed
Corporation (NASDAQ: IMDC) as conditions to the closing of the exchange offer remain. The exchange
offer will now expire at 5:00 p.m. Eastern Time on Tuesday, January 24, 2006. The exchange offer
previously was scheduled to expire at 5:00 p.m. Eastern Time on Monday, January 9, 2006.
Approximately 26,081,810 shares, or approximately 71%, of Inameds outstanding common stock had
been tendered as of 4:00 p.m. Eastern Time on January 9, 2006.
In the exchange offer, Allergan is offering to exchange for each outstanding share of Inamed common
stock, either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the
holder. Elections of Inamed stockholders are subject to proration as described in Allergans Form
S-4 registration statement initially filed with the Securities and Exchange Commission (SEC) on
November 21, 2005 and subsequently amended, so that 45% of the aggregate Inamed shares tendered
will be exchanged for cash and 55% of the aggregate Inamed shares tendered will be exchanged for
shares of Allergan common stock.
Allergan today also confirmed that its Form S-4 registration statement has been declared effective
by the SEC and that the shares of Allergan common stock to be issued to Inamed stockholders in the
exchange offer and the subsequent merger have been authorized for listing on the New York Stock
Exchange, subject to official notice of issuance. The effectiveness of Allergans registration
statement and the authorization of the listing of shares on the New York Stock Exchange are two of
the conditions to the exchange offer.
Allergan and Inamed are continuing to work with the Federal Trade Commission staff to obtain
clearance of the transaction. In addition, Allergan continues to work with antitrust officials in
Spain and Germany in connection with the review of the transaction by antitrust authorities in
those jurisdictions.
We continue to make excellent progress in the closing of the acquisition and look forward to
offering the benefits of the transaction to our customers, patients, employees and our stockholders
in the near future, said David E.I. Pyott, Allergans Chairman of the Board, President and Chief
Executive Officer. We are working closely with the regulatory authorities in their review and
anticipate no material delay in obtaining Federal Trade Commission and other governmental
clearances to consummate the acquisition.
Allergan intends to publicly announce the completion of the antitrust reviews and to allow at least
three business days after announcing the receipt of all required antitrust approvals before
completing the exchange offer.
To learn more about Allergans proposed offer for Inamed and the details of the transaction, please
go to the Allergan website www.Allergan.com.
About Allergan, Inc.
Allergan, Inc., with headquarters in Irvine, California, is a technology-driven, global health care
company providing specialty pharmaceutical products worldwide. Allergan develops and commercializes
products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other
specialty markets that deliver value to its customers, satisfy unmet medical needs, and improve
patients lives.
Forward-Looking Statements
This press release contains forward-looking statements, including, among other statements,
statements regarding the proposed business combination between Allergan and Inamed. Statements
made in the future tense, and words such as expect, believe, will, may, anticipate and
similar expressions are intended to identify forward-looking statements. These statements are
based on current expectations, but are subject to certain risks and uncertainties, many of which
are difficult to predict and are beyond the control of Allergan. Relevant risks and uncertainties
include those referenced in Allergans filings with the SEC (which can be obtained as described in
Additional Information below), and include: general industry and pharmaceutical market
conditions; general domestic and international economic conditions; technological advances and
patents obtained by competitors; challenges inherent in product marketing such as the
unpredictability of market acceptance for new pharmaceutical and biologic products and/or the
acceptance of new indications for such products; uncertainties regarding analysts and others
projections and estimates for revenues and earnings of Inamed and market growth rates; domestic and
foreign health care reforms; the timing and uncertainty of research and development and regulatory
processes; trends toward managed care and health care cost containment; and governmental laws and
regulations affecting domestic and foreign operations. Risks and uncertainties relating to the
proposed Inamed acquisition include: that required regulatory approvals will not be obtained in a
timely manner, if at all; that the anticipated benefits and synergies of the transaction will not
be realized; that the integration of Inameds operations with Allergan will be materially delayed
or will be more costly or difficult than expected; and that the proposed transaction will not be
consummated. These risks and uncertainties could cause actual results to differ materially from
those expressed in or implied by the forward-looking statements, and therefore should be carefully
considered.
Additional Information
Allergan has filed a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO
in connection with the exchange offer. Inamed stockholders should read those filings, and any
other filings made by Allergan with the SEC in connection with the proposed Inamed acquisition, as
they contain important information. These SEC filings, as well as Allergans other public SEC
filings, can be obtained without charge at the SECs website at www.sec.gov, and at Allergans
website at www.Allergan.com.