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EXHIBIT 99.2
[ALLERGAN LETTERHEAD]
News Release
For Immediate Release
ALLERGAN, INC. EXERCISES OPTION TO PURCHASE CLASS A COMMON
STOCK OF ALLERGAN SPECIALTY THERAPEUTICS, INC.
(IRVINE, California, April 16, 2001) -- Allergan, Inc. (NYSE: AGN) and Allergan
Specialty Therapeutics, Inc. (Nasdaq: ASTI) today announced that Allergan, Inc.
(Allergan) has exercised its option to purchase all of the 3,272,690 outstanding
Class A Common Stock of Allergan Specialty Therapeutics, Inc. (ASTI) at a price
of $21.70 per share. This exercise price will be paid in cash and was calculated
in accordance with the Restated Certificate of Incorporation of ASTI dated March
5, 1998. The closing of such purchase is expected to occur on April 20, 2001.
Pursuant to ASTI's Restated Certificate of Incorporation, Allergan was granted
an exclusive irrevocable option to purchase all issued and outstanding shares of
the common stock of ASTI at a price equal to the higher of one of four formulas.
The formula for determining the aggregate purchase price that creates the
highest purchase price, and the formula used by Allergan, is as follows: an
amount equal to the fair market value of 1,000,000 shares of Allergan's common
stock (NYSE: AGN) (with the fair market value derived by calculating the average
of the closing sales price of Allergan's common stock on the New York Stock
Exchange for the 20 trading days ended two trading days preceding the notice
given by Allergan to ASTI on April 16, 2001, which average is $71.007). Please
refer to ASTI's Restated Certificate and to ASTI's Annual Report on Form 10K for
the year ended December 31, 2000, for more information on Allergan's purchase
option.
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On or before the closing date, Allergan will deposit the amount of the exercise
price with a bank or banks designated by Allergan to pay the exercise price to
the record holders of Class A Common Stock as of the closing date. Letters of
transmittal, together with instructions relating thereto, are expected to be
distributed promptly following the closing date so that such record holders may
receive their respective pro rata share of the exercise price. Transfer of title
to all of the issued and outstanding shares of Class A Common Stock will be
deemed to occur automatically on the closing date, and ASTI will instruct its
transfer agent not to accept any shares of Class A Common Stock for transfer on
or after the closing date.
During the second quarter and as a result of acquiring ASTI, Allergan will incur
a $40 million one-time charge related to in-process research and development and
will capitalize the value of core technology on its balance sheet. In addition,
the Allergan consolidated financial statements will include the assets,
liabilities and results of operations of ASTI with effect from today.
Allergan has established a plan to fully fund most of the former ASTI technology
programs (which technologies are more fully described in ASTI's form 10-K for
the year ended December 31, 2000). The continuing programs will be funded either
through the use of partnering arrangements, through the use of third party
research and development organizations, or directly by Allergan.
A number of the technology programs will be transferred to a research and
development organization, Bardeen Sciences Company (BSC), on an at-risk basis.
BSC is an independent, privately owned, research and development company focused
on funding the research and development of innovative longer-term pharmaceutical
projects. Allergan will have rights to commercialize products resulting from
BSC's successful research and development efforts in return for market rate
royalties and, under certain circumstances, Allergan will have the right to
acquire the technology of BSC.
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The former ASTI technology that will be transferred to BSC will include the
following programs: Memantine, Androgen Tears, Tazarotene in oral form for the
treatment of acne, AGN 195795 for the treatment of ocular hypertension and
primary open-angle glaucoma, AGN 197075 for the treatment of chronic pain, a
hypotensive lipid/timolol combination, and a photodynamic therapy project.
Additionally, Allergan will transfer to BSC a vision-sparing program, a retina
research program, and tyrosine kinase inhibitor technology investigated for the
treatment of neovascularization associated with diabetic retinopathy and age
related macular degeneration.
At BSC's discretion, Allergan may be asked to perform some of the research and
development activities relating to its technologies.
ABOUT ALLERGAN, INC.
Allergan, Inc., headquartered in Irvine, California, is a technology-driven
global health care company providing eye care and specialty pharmaceutical
products worldwide. Allergan develops and commercializes products in the eye
care pharmaceutical, ophthalmic surgical device, over-the-counter contact lens
care, movement disorder, and dermatological markets that deliver value to our
customers, satisfy unmet medical needs, and improve patients' lives.
ABOUT ALLERGAN SPECIALTY THERAPEUTICS, INC.
ASTI was formed by Allergan in November of 1997 for the purpose of selecting,
researching and developing pharmaceutical products. Allergan contributed $200
million to ASTI in connection with its formation. ASTI has utilized these funds,
and any investment income generated from these funds, to conduct research and
development of potential pharmaceutical products.
FORWARD-LOOKING STATEMENT
This press release contains "forward-looking statements" such as statements
regarding future research and development activities, commercialization of
currently unapproved products, expectations regarding activities of an
independent company, BSC and the accounting treatment
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associated with Allergan's purchase of ASTI. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could
vary materially from the Company's expectations and projections. Risks and
uncertainties include general industry and pharmaceutical market conditions;
general domestic and international economic conditions, such as interest rate
and currency exchange rate fluctuations; technological advances and patents
attained by competitors; risks inherent in the research, development, and
possible commercialization of compounds and products by an entity independent of
Allergan; changes in, or differing interpretations of, accounting principles
relating to the accounting treatment for Allergan's purchase of ASTI, Allergan's
transfer of assets to BSC, and BSC's funding of research and development of
technology formerly owned by ASTI and Allergan; challenges inherent in new
product marketing, such as the unpredictability of market acceptance for a new
pharmaceutical product; potential difficulties in manufacturing a new product
formulation; domestic and foreign healthcare reforms; and trends toward managed
care and healthcare cost containment, and governmental laws and regulations
affecting domestic and foreign operations. Additional information concerning
these and other risk factors can be found in press releases issued by Allergan
as well as Allergan's public periodic filings with the Securities and Exchange
Commission, including the discussion under the heading "Certain Factors and
Trends Affecting Allergan and Its Businesses" in Allergan's 2000 Annual Report
on Form 10-K and ASTI's 2000 Annual Report on Form 10-K.
Allergan's filings are available publicly and upon request from Allergan's
Investor Relations Department: 714.246.4636 or http://www.allergan.com.
Allergan Contacts:
Jeff Edwards (714) 246-4636 (investor)
Suki Shattuck (714) 246-5621 (investor/media)
Vince Scullin (714) 246-4636 (investor)
Christine Cassiano (714) 246-5134 (media)
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