Allergan and MAP Pharmaceuticals have entered into a definite merger agreement under which Allergan will purchase all of MAP’s outstanding shares for the price of $25.00 per share. The boards of directors of both companies have unanimously approved the transaction, which will be accomplished pursuant to a cash tender offer followed by a second step merger. The per share cash offer represents a 60% premium over MAP's closing stock price on January 22, and amounts to a total equity value of approximately $958 million, on a fully-diluted basis. The acquisition is expected to be completed in the first or second quarter of 2013.
MAP's orally inhaled drug Levadex is currently under review by FDA for the treatment of acute migraine in adults, and if approved will complement Allergan's own migraine treatment Botox. Allergan and MAP entered into a collaboration agreement in January 2011 to co-promote Levadex, contingent upon potential regulatory authority approvals in the US and Canada.
"Through our dedicated employees at MAP Pharmaceuticals, we have made tremendous progress to date with our lead product candidate, Levadex, enabling us to realize substantial value for our stockholders through this transaction," Timothy S. Nelson, president and CEO of MAP Pharmaceuticals, said in a press statement. "We are pleased that we and Allergan share similar values and a common vision in neuroscience that make for a strong cultural and scientific fit between our companies. We believe this acquisition by our partner Allergan will increase the potential for our product candidates to make a meaningful difference for patients we have worked so hard to serve."
"One of the key drivers of Allergan's continued success is our focus on medical specialties where we have extensive knowledge of physician and patient needs, and can provide a broad portfolio of products," said David E.I. Pyott, Allergan’s chairman of the board, president and CEO. "During the past few years, Allergan has received regulatory approvals in 56 countries for Botox for use in the treatment of chronic migraine. As a result, thousands of patients who suffer from chronic migraine have benefited from this important treatment option. We plan to capitalize on this depth of expertise in Neurology as we continue the global development of Levadex as a potential acute treatment for migraine that is complementary to Botox and use MAP's proprietary drug particle and inhalation technologies to generate new pipeline opportunities."