Allergan to Acquire ZELTIQ for $2.47B

Allergan and ZELTIQ^® Aesthetics, Inc, a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform, have entered into a definitive agreement under which Allergan has agreed to acquire ZELTIQ for $56.50 per share, or $2.475 billion, subject to customary adjustments.

The acquisition of ZELTIQ is immediately accretive and enhances Allergan's global medical aesthetics portfolio with the addition of ZELTIQ's flagship CoolSculpting^® System, the sales leader in the fast-growing cash pay body contouring segment of medical aesthetics. The CoolSculpting System is FDA-cleared to affect appearance through lipolysis or reduction of unwanted fat using a patented cooling technology. CoolSculpting works by gently cooling targeted fat cells in the body to induce a natural, controlled elimination of fat cells without affecting surrounding tissue. Body contouring is a $4 billion market opportunity worldwide and growing.

"The acquisition of ZELTIQ is highly complementary and strategic to Allergan. By adding the best-in-class body contouring CoolSculpting System to our best-in-class facial aesthetics, plastic surgery and regenerative medicine offerings we are creating a world-class aesthetics business," said Brent Saunders, Chairman and CEO of Allergan. "With CoolSculpting, our offerings to plastic surgeons, dermatologists and aesthetic practitioners will now extend to three of the largest and fastest-growing segments of their practices, putting Allergan in a unique position to provide expanded customer service, and help meet the needs of patients."

"Allergan's world-class medical aesthetics products, global footprint, history and commitment to developing best-in-class aesthetic treatments makes the Company ideally suited to realize the maximum commercial potential of the ZELTIQ controlled-cooling technology platform," said Mark Foley, Chief Executive Officer of ZELTIQ. "I appreciate the unwavering commitment and dedication of the ZELTIQ team in building a world-class Company and technology platform with CoolSculpting. We look forward to working with Allergan to ensure successful completion of this transaction, and supporting the ongoing success of the CoolSculpting technology in the U.S. and around the world."

Allergan's acquisition of ZELTIQ is subject to approval by the shareholders of ZELTIQ, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and fulfillment of certain other customary conditions to closing. Assuming typical regulatory and shareholder approval timeframes, Allergan currently anticipates closing the transaction in the second half of 2017.