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Allergan Commences Cash Tender Offer for All Outstanding Shares of MAP Pharmaceuticals



  Allergan Commences Cash Tender Offer for All Outstanding Shares of MAP
  Pharmaceuticals

Business Wire

IRVINE, Calif. -- January 31, 2013

Allergan, Inc. (NYSE: AGN) (“Allergan”) today announced that its wholly-owned
subsidiary, Groundhog Acquisition, Inc. (“Purchaser”), has commenced a tender
offer to purchase all outstanding shares of common stock of MAP
Pharmaceuticals, Inc. (NASDAQ: MAPP) (“MAP”) for $25.00 per share, net to the
seller in cash, without interest and less any applicable withholding taxes.

The tender offer is being made pursuant to an Agreement and Plan of Merger,
dated as of January 22, 2013, by and among Allergan, Purchaser and MAP (the
“Merger Agreement”), which Allergan and MAP announced on January 22, 2013. The
Merger Agreement provides, among other things, that after completion of the
tender offer, and subject to customary conditions, Purchaser will merge with
and into MAP (the “Merger”), with MAP continuing as the surviving corporation
and a wholly-owned subsidiary of Allergan. Immediately prior to the effective
time of the Merger, any shares not purchased in the tender offer will be
converted into the right to receive the same cash price per share paid in the
tender offer (other than shares held by Allergan, Purchaser, MAP or any of its
wholly-owned subsidiaries, and any shares held by any MAP stockholders who
validly exercise their appraisal rights in connection with the Merger),
without interest and less any applicable withholding taxes.

The board of directors of MAP has unanimously determined, among other things,
that the tender offer is advisable, fair to and in the best interests of MAP
and its stockholders and has unanimously agreed to recommend that MAP’s
stockholders accept the tender offer and tender their shares to Purchaser.

Completion of the tender offer is subject to the tender of at least a majority
of MAP’s outstanding shares of common stock (on a fully diluted basis), the
expiration or termination of any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and other customary closing
conditions. There is no financing condition to the Offer.

MAP’s directors and executive officers and a major stockholder of MAP
affiliated with a director, collectively owning approximately 9 percent of
MAP’s outstanding common stock, have entered into a tender and support
agreement with Allergan committing to tender all of their MAP shares in the
tender offer and, if applicable, to vote in favor of the Merger.

Purchaser and Allergan are filing with the U.S. Securities and Exchange
Commission (the “SEC”) today a Tender Offer Statement on Schedule TO (the
“Schedule TO”), including an Offer to Purchase (the “Offer to Purchase”), a
related Letter of Transmittal (the “Letter of Transmittal”) and other related
materials, setting forth in detail the complete terms and conditions of the
tender offer. Additionally, MAP is filing with the SEC today a
Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in
detail, among other things, the unanimous recommendation of the board of
directors of MAP that MAP stockholders accept the tender offer, tender their
shares to Purchaser and, if required by applicable law, vote in favor of the
adoption of the Merger Agreement and the transactions contemplated thereby,
including the Merger and the tender offer.

The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, on the night of February 28, 2013, unless
extended in accordance with the Merger Agreement and applicable rules and
regulations of the SEC.

The information agent for the tender offer is D.F. King & Co., Inc. (the
“Information Agent”). MAP stockholders who need additional copies of the Offer
to Purchase, Letter of Transmittal or related materials or who have questions
regarding the tender offer should contact the Information Agent toll-free at
(800) 347-4750.

American Stock Transfer & Trust Company, LLC is acting as depositary for the
tender offer. Goldman, Sachs & Co. is acting as dealer manager for the tender
offer, and Gibson, Dunn and Crutcher LLP is acting as legal advisor to
Allergan.

About Allergan, Inc.

Allergan is a multi-specialty health care company established more than 60
years ago with a commitment to uncover the best of science and develop and
deliver innovative and meaningful treatments to help people reach their life’s
potential. Today, we have approximately 10,800 highly dedicated and talented
employees, global marketing and sales capabilities with a presence in more
than 100 countries, a rich and ever-evolving portfolio of pharmaceuticals,
biologics, medical devices and over-the-counter consumer products, and
state-of-the-art resources in R&D, manufacturing and safety surveillance that
help millions of patients see more clearly, move more freely and express
themselves more fully. From our beginnings as an eye care company to our focus
today on several medical specialties, including eye care, neurosciences,
medical aesthetics, medical dermatology, breast aesthetics, obesity
intervention and urologics, Allergan is proud to celebrate more than 60 years
of medical advances and proud to support the patients and physicians who rely
on our products and the employees and communities in which we live and work.
For more information regarding Allergan, go to: www.allergan.com.

Notice to Investors

The tender offer described in this press release has commenced, but this press
release is neither an offer to purchase nor a solicitation of an offer to sell
securities. The solicitation and the offer to buy the outstanding shares of
common stock of MAP is being made pursuant to the Tender Offer Statement on
Schedule TO filed by Purchaser and Allergan with the SEC on January 31, 2013.
MAP has also filed a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the tender offer on January 31, 2013. MAP stockholders and
other investors are strongly advised to read the tender offer materials
(including the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents) and the Solicitation/Recommendation
Statement because they contain important information which should be read
carefully before any decision is made with respect to the tender offer. These
materials have been or will be sent free of charge to all stockholders of MAP.
The Tender Offer Statement and the Solicitation/Recommendation Statement (and
all other tender offer documents filed with the SEC) are also available for
free on the SEC’s website: www.sec.gov. The Schedule TO (including the Offer
to Purchase and related materials) and the Schedule 14D-9 (including the
Solicitation/Recommendation Statement), may also be obtained for free by
contacting the Information Agent, at (800) 347-4750.

In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, Allergan and MAP file annual, quarterly
and special reports, proxy statements and other information with the SEC. You
may read and copy any reports, statements or other information filed by
Allergan and MAP at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Allergan’s and MAP’s filings with
the SEC are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This press release contains “forward-looking statements,” relating to the
acquisition of MAP Pharmaceuticals by Allergan. All statements other than
historical facts included in this press release, including, but not limited
to, statements regarding the timing, and the closing of the tender offer and
merger transactions and any assumptions underlying any of the foregoing, are
forward-looking statements. These statements are based on current expectations
of future events. If underlying assumptions prove inaccurate or unknown, or
unknown risks or uncertainties materialize, actual results could vary
materially from Allergan’s expectations and projections. Risks and
uncertainties include, among other things, uncertainties as to how many of
MAP’s stockholders will tender their stock in the tender offer; the
possibility that various closing conditions to the tender offer and merger
transactions may not be satisfied or waived, including that a governmental
entity may prohibit, delay, or refuse to grant approval for the consummation
of the transaction; that the U.S. Food and Drug Administration or other
regulatory authorities do not approve LEVADEX® in the manner desired by MAP
and Allergan, on a timely basis, or at all; that there is a material adverse
change to MAP; that the integration of MAP’s business into Allergan is not as
successful as expected; the failure of Allergan to achieve the expected
financial and commercial results from the transaction; other business effects,
including effects of industry, economic or political conditions outside the
company’s control; transaction costs; actual or contingent liabilities; as
well as other cautionary statements contained elsewhere herein and in the
companies’ periodic reports filed with the SEC including current reports on
Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements, which apply only as of the date of this press
release. Allergan expressly disclaims any intent or obligation to update these
forward-looking statements except as required by law. Additional information
about Allergan is available at www.allergan.com or you can contact the
Allergan Investor Relations Department by calling (714) 246-4636. Additional
information about MAP is available at www.mappharma.com.

Contact:

D.F. King & Co., Inc., (212) 269-5550 or (800) 347-4750
Allergan Investor Relations, (714) 246-4636
Media Inquiries (Bonnie Jacobs), (714) 246-5134
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