Allergan and KYTHERA Announce that Pending Transaction Will Now be for All-Cash Consideration

Allergan and KYTHERA Biopharmaceuticals have amended and restated their merger agreement with respect to Allergan's pending acquisition of KYTHERA to provide for all-cash consideration to KYTHERA's stockholders. The agreement amends and restates the original merger agreement entered into by the parties on 17 June 2015, as amended on 1 July 2015.

Pursuant to the amended and restated agreement, Allergan and KYTHERA have agreed to revise the structure of their previously announced transaction to provide that the $75 per share merger consideration to be paid to KYTHERA stockholders will be paid entirely in cash, instead of 80% cash and 20% stock as provided for under the original agreement. The other terms of the amended and restated agreement are substantially similar to those in the original agreement.

Allergan and KYTHERA anticipate that the all-cash transaction provided for under the amended and restated agreement can be completed more quickly than the cash and stock transaction provided for under the terms of the original agreement.

The US Federal Trade Commission (FTC) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to Allergan's pending acquisition of KYTHERA. The early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the pending acquisition, which remains subject to other customary closing conditions, including receipt of approval by KYTHERA's stockholders. Pending such approval and fulfillment of other conditions, Allergan currently anticipates closing the transaction in the third quarter of 2015.