Allergan to Acquire KYTHERA Biopharmaceuticals

Allergan and KYTHERA Biopharmaceuticals have entered into a definitive agreement under which Allergan has agreed to acquire KYTHERA in a cash and equity  transaction valued at $75 per KYTHERA share, or approximately $2.1 billion, subject to the fulfillment of certain customary conditions. The fixed-value transaction consideration will be payable 80% in cash and 20% in new AGN shares issued to KYTHERA shareholders. Allergan's 2015 earnings-per-share forecast provided on 11 May 2015 is unchanged as a result of the acquisition. The acquisition is expected to be breakeven in 2016 and accretive thereafter. The company remains committed to de-levering to below 3.5x debt to Adjusted EBITDA by the end of the first quarter of 2016.

The acquisition of KYTHERA immediately enhances Allergan's global facial aesthetics portfolio with the addition of Kybella (deoxycholic acid) injection, the first and only approved non-surgical treatment for contouring moderate to severe submental fullness, commonly referred to as double chin. Kybella was approved by FDA on 29 April 2015. Kybella injection is also being developed for potential introduction into international markets; KYTHERA has submitted Kybella injection for regulatory approval in Switzerland, Canada and Australia, with other market applications to follow. The acquisition will also add KYTHERA's development product setipiprant (KYTH-105), a novel compound for the prevention of male pattern baldness, as well as additional early-stage development candidates.

"The acquisition of KYTHERA is a strategic investment that strengthens our leading global position in aesthetics and continues to position us for long-term growth," said Brent Saunders, CEO and President of Allergan. "Kybella is an exciting new product that offers patients the first and only clinically-proven, non-surgical treatment for submental fullness (excess fat under the chin). As a leader in aesthetics, we know our customers are looking to offer their patients new options beyond traditional facial aesthetics. Kybella will do that while complementing our market leading facial aesthetics portfolio, which includes Botoz, Juvederm® XC, Juvederm Voluma XC, Latisse and Skinmedica. Kybella is also a pivotal entry point for expanding the use of facial aesthetic products in men, while KYTHERA's setipiprant (hair-loss) development program can drive additional long-term value."

"Allergan's world-class medical aesthetics, global footprint, history and commitment to developing leading aesthetic products makes them ideally suited to realize the maximum commercial potential of Kybella," said Keith Leonard, CEO and President of KYTHERA. "I am deeply appreciative of the commitment and dedication of our KYTHERA team that worked so tirelessly to bring Kybella from early development through approval and launch. We look forward to working with Allergan to ensure a successful US launch of Kybella, as well as to secure additional approvals globally."