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"We do not have an emotional point of view of this transaction," Medicis chairman Jonah Shacknai told analysts Friday. "Should it not occur we’ll be smiling and whistling with the same vigor. We will not do anything different."
Medicis and Inamed announced in March that they would merge, hopefully before the end of the year. On Tuesday, eleventh-hour suitor Allergan announced a more lucrative offer for Inamed.
On Wednesday, Inamed’s board said Allergan’s proposal was "likely to constitute a superior offer," and the board will consider dumping Medicis and taking up with the new beau.
In March, Medicis offered Inamed shareholders 1.4205 shares of Medicis stock plus $30 in cash for each Inamed share — for a total per-share value of $75. Allergan threw its hat in the ring with an offer to give Inamed shareholders their choice of Allergan stock or cash valued at about $84 per share.
Shacknai, who was addressing the Credit Suisse First Boston Health Care Conference at the Arizona Biltmore in Phoenix on Friday said if Inamed calls it quits, it could present "unexpected opportunities" for Medicis.
Translate that as the Scottsdale pharmaceutical maker could get $90 million or more in cash and Inamed’s Botoxlike neurotoxin Reloxin — the prime product Medicis wanted from the planned merger.
"(Reloxin) is a product of high interest to us," Shacknai said.
Allergan, which makes Botox, said if Inamed accepts its proposal, it will divest Reloxin rather than risk federal regulatory delays because of antitrust concerns.
Inamed would have provided Medicis with two additional product lines — silicone breast implants, currently seeking U.S. Food and Drug Administration approval, and Lap-Band, a treatment for morbid obesity.
Shacknai said while the implants are compatible with Medicis aesthetic plastic surgery inroads, they aren’t integral to the company’s future plans.
"We don’t live and breathe to participate in the breast implant category," he said Friday.
Shacknai told the analysts Medicis would be compensated for the time and expense it invested in the merger if Inamed backs out.
The Medicis-Inamed merger agreement document filed Nov. 2 with the U.S. Securities and Exchange Commission lays out break-up fees.
It reads, in part, "If the merger agreement is terminated, Inamed, in certain specified circumstances, may be required to pay a termination fee of up to $90 million to Medicis, and Medicis, in certain specified circumstances, may be required to pay a termination fee of up to $70 million to Inamed.
In addition, under certain circumstances, each party may be required to pay the other an expense fee of $10 million."
Shacknai said Medicis will proceed with the merger timetable as though Allergan was not a factor.
That includes a shareholders’ vote Dec. 19.
Those actions are necessary to ensure Medicis is not in default of the agreement. |
