Biotech Values

[DewDiligence]

MRX acquires IMDC

[The impetus for this acquisition seems pretty clear: MRX’s Restylane was cleaning IMDC’s collagen clock in the cosmetic arena because Restylane simply works better and lasts longer than collagen. IMDC had been telling Wall Street that the collagen product line was still doing OK, but this was hard to believe for anyone who had actually sampled both products. Meanwhile, IMDC’s other main business, breast implants, may be bumping into reluctance by the FDA to allow the reintroduction of silicone gel into the U.S. market.]

http://biz.yahoo.com/bw/050321/215442_1.html

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Medicis and Inamed Agree to Merge

Monday March 21, 6:30 am ET

Combination Will Create A Global Leader in Aesthetics Products and Dermatological Medicine With Annual Revenue in Excess of $700 Million

SCOTTSDALE, Ariz. & SANTA BARBARA, Calif.--(BUSINESS WIRE)--March 21, 2005--

Company Will Have a Broad Product Portfolio, Strong R&D Pipeline, and Significant Opportunities for Growth

Medicis (NYSE:MRX - News) and Inamed Corporation (NASDAQ:IMDC - News) today jointly announced that they have entered into a definitive merger agreement to create a global leader in breast and facial aesthetics products and therapeutic dermatological medicine. The combined company will have annual revenue in excess of $700 million, operations in more than 12 countries, businesses in over 60 countries, and approximately 1,500 employees.

The combined entity will have a broad, well-established, portfolio of complementary products in the facial aesthetics, breast aesthetics and therapeutic dermatological markets, and innovative surgical devices for the treatment of morbid obesity.

Under the terms of the transaction, approved by both companies' boards of directors, Inamed stockholders will receive 1.4205 shares of Medicis common stock and $30 in cash for each share of Inamed common stock. Based on Medicis' closing price on March 18, 2005, and the number of Inamed shares outstanding, the merger consideration represents $75 in value per Inamed share, or a total equity value of approximately $2.8 billion.

Jonah Shacknai will be Chairman and Chief Executive Officer of the entity; Nick Teti will assume the position of Vice Chairman of the Board of Directors. In addition to Mr. Teti, three additional Inamed representatives will join the current eight-member Medicis board.

"We are excited about this strategic business combination, which will create a global platform in the fast growing aesthetics market," said Jonah Shacknai, Chairman and Chief Executive Officer of Medicis. "Joining forces with Inamed gives us the ability to offer our primary customers - plastic surgeons, cosmetic surgeons and dermatologists - a broader array of complementary, highly-effective products to meet the needs of their patients. The transaction will create a company with a strong financial position and greater resources to enhance our strong research and development pipeline. With the large number of aging baby boomers, and the focus, by all age groups, on maintaining a healthy and youthful appearance and self-image, we will be poised to continue delivering value and revenue growth to our stockholders.

"Inamed is an outstanding company with respected brands and an extremely talented and motivated sales force and employee base," continued Mr. Shacknai. "Our organizations share a strong commitment to serving customers and developing innovative products."

"I believe this merger is a tremendous opportunity for our customers, employees and shareholders," said Nick Teti, Inamed's Chairman, President and Chief Executive Officer. "The merger enables us to create an even stronger company; one with a broad portfolio of complementary products, the combination of two dynamic sales forces, a strong research and development pipeline, and significant cash flow. As our industry continues to evolve, the combined entity will put us in a strong strategic position to continue to deliver outstanding service and innovative products to our customers. I share Jonah's excitement about this merger."

While the company will be headquartered in Scottsdale, Arizona, it will retain a strong presence in Santa Barbara and Fremont, California and international locations, including Arklow, Ireland and San Jose, Costa Rica.

The transaction is subject to the approval by Medicis and Inamed stockholders, regulatory approvals and customary closing conditions. The companies expect the transaction to close by the end of calendar 2005.

Deutsche Bank Securities is serving as financial advisor to Medicis, and Latham & Watkins as legal counsel to Medicis. JPMorgan is serving as financial advisor to Inamed, and Morrison & Foerster as legal counsel to Inamed.

Conference Call/Webcast

Medicis and Inamed will host a conference call and webcast for the investment community this morning, March 21, 2005, at 8:30 a.m. ET to discuss the announcement. To participate in the conference call, please dial [phone] (within the U.S.) or [phone] (outside the U.S.) fifteen minutes prior to the start of the call. A playback of the conference call will be available for two business days following the live call. To access the playback, please dial [phone] (within the U.S.) or [phone] (outside the U.S.) and enter reservation number 5868629. A live webcast of the conference call will be available online at http://www.medicisinamed.com. The webcast will be archived for two business days following the live call.
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