Apollo Endosurgery Announces Acquisition of Obesity Intervention Division from Allergan, Inc.

Apollo Endosurgery Announces Acquisition of Obesity Intervention Division from
                                Allergan, Inc.

Leading weight-loss medical devices and access to global sales channel to fuel
growth

PR Newswire

AUSTIN, Texas, Oct. 29, 2013

AUSTIN, Texas, Oct. 29, 2013 /PRNewswire/ --Apollo Endosurgery, Inc., a
leading developer of medical devices and endoscopic surgical procedures, today
announced that it has entered into a definitive agreement to purchase the
obesity intervention division of Allergan, Inc. for up to $110 million. The
total includes an upfront cash payment of $75 million, minority equity
interest of $15 million, and up to $20 million in additional contingent
consideration to be paid upon achievement of certain regulatory and sales
milestones. The obesity intervention division is responsible for
manufacturing and marketing the LAP-BAND® adjustable gastric band system and
the ORBERA™ intra-gastric balloon system.

"The acquisition of the LAP-BAND® and ORBERA™ technologies will provide Apollo
Endosurgery with a strong revenue stream that will enable us to expand our
investment in innovative solutions that focus on improving patient outcomes in
both the bariatric and endoscopic spaces," said Dennis McWilliams, President
and CEO of Apollo Endosurgery. "The addition of these devices will complement
Apollo's portfolio to include less invasive bariatric product offerings while
expanding our domestic sales channel and increasing our global reach into more
than 40 countries."

LAP-BAND® adjustable gastric band is a proven, minimally invasive laparoscopic
weight loss device with both US Food and Drug Administration (FDA) approval
and broad-based insurance coverage, making it a preferred surgical solution
for many patients. The device is an effective tool to help patients gradually
lose weight and keep it off without any cutting, stapling or amputation of the
stomach. ORBERA™ is a non-surgical alternative for the treatment of
overweight and obese adults that is approved for sale outside the United
States in over 40 countries.

"We are pleased to enter into a definitive agreement with Apollo Endosurgery
regarding the sale of our obesity intervention business," said David E.I.
Pyott, Chairman of the Board and Chief Executive Officer, Allergan. "We are
confident that Apollo Endosurgery has the management expertise, industry
experience and commitment to innovation that will be essential to the
continued clinical development and future advancement of the LAP-BAND® and
ORBERA™ franchises."

Piper Jaffray & Co. served as exclusive financial advisor and Cooley LLP
served as legal counsel to Apollo Endosurgery in connection with the
transaction. Current Apollo investors PTV Sciences, H.I.G BioVentures,
Remeditex Ventures, Novo A/S and CPMG, Inc. provided the equity financing of
the acquisition. Debt financing is being provided by Oxford Capital Partners,
MidCap Financial, LLC and EastWest Financial Services. Goldman, Sachs & Co.
served as exclusive financial advisor and Latham & Watkins LLP served as legal
counsel to Allergan.

Additional terms of the transaction were not disclosed.

About Apollo Endosurgery, Inc.
Apollo Endosurgery, Inc. is dedicated to revolutionizing patient care through
the adoption of less invasive bariatric and endoscopic surgical solutions.
Apollo Endosurgery was cofounded with the Apollo Group, a unique collaboration
of physicians from the Mayo Clinic, Johns Hopkins University, Medical
University of South Carolina, the University of Texas Medical Branch and the
Chinese University of Hong Kong. This collaboration developed a broad
portfolio of patents in the field of endoscopic surgery that became the
foundation of Apollo Endosurgery. For more information regarding Apollo
Endosurgery, go to: www.apolloendo.com or you can contact Apollo by using the
contact information provided below.

Apollo Endosurgery is a trademark of Apollo Endosurgery, Inc.

About Allergan
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 11,200 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 customers 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.

LAP-BAND and ORBERA are trademarks of Allergan, Inc.

Important LAP-BAND^® System Safety Information

Indications: The LAP-BAND^® System is indicated for weight reduction for
patients with obesity, with a Body Mass Index (BMI) of at least 40 kg/m^2 or a
BMI of at least 30 kg/m^2 with one or more obesity related comorbid
conditions.

It is indicated for use only in adult patients who have failed more
conservative weight reduction alternatives, such as supervised diet, exercise
and behavior modification programs. Patients who elect to have this surgery
must make the commitment to accept significant changes in their eating habits
for the rest of their lives.

Contraindications: The LAP-BAND^® System is not recommended for non-adult
patients, patients with conditions that may make them poor surgical candidates
or increase the risk of poor results (e.g., inflammatory or cardiopulmonary
diseases, GI conditions, symptoms or family history of autoimmune disease,
cirrhosis), who are unwilling or unable to comply with the required dietary
restrictions, who have alcohol or drug addictions, or who currently are or may
be pregnant.

Warnings: The LAP-BAND^® System is a long-term implant. Explant and
replacement surgery may be required. Patients who become pregnant or severely
ill, or who require more extensive nutrition may require deflation of their
bands. Anti-inflammatory agents, such as aspirin, should be used with caution
and may contribute to an increased risk of band erosion.

Adverse Events: Placement of the LAP-BAND^® System is major surgery and, as
with any surgery, death can occur. Possible complications include the risks
associated with the medications and methods used during surgery, the risks
associated with any surgical procedure, and the patient's ability to tolerate
a foreign object implanted in the body.

Band slippage, erosion and deflation, reflux, obstruction of the stomach,
dilation of the esophagus, infection, or nausea and vomiting may occur.
Reoperation may be required.

Rapid weight loss may result in complications that may require additional
surgery. Deflation of the band may alleviate excessively rapid weight loss or
esophageal dilation.

Important: For full safety information please visit www.lapband.com, talk with
your doctor, or call Allergan Product Support at 1-800-624-4261.

CAUTION: Rx only.

Forward-Looking Statements

This press release contains "forward-looking statements," including but not
limited to the statements by Dennis McWilliams and David E.I. Pyott, and other
statements regarding the transaction, as well as the safety and efficacy
associated with LAP-Band^® and ORBERA™. These statements are based on current
expectations of future events. If underlying assumptions prove inaccurate or
unknown risks or uncertainties materialize, actual results could vary
materially from Apollo's expectations and projections. Risks and uncertainties
include, among other things, general industry and medical device market
conditions; technological advances and patents attained by competitors;
challenges inherent in the research and development and regulatory processes;
inconsistency of treatment results among patients, including the occurrence of
adverse events; potential difficulties in manufacturing; and governmental laws
and regulations affecting domestic and foreign operations. Apollo and Allergan
expressly disclaim any intent or obligation to update these forward-looking
statements except as required by law.

SOURCE Apollo Endosurgery, Inc.

Website: http://www.apolloendo.com
Contact: For Apollo Endosurgery, Inc., Patrick Kane, (p) 314-982-8726,
patrick.kane@fleishman.com
 
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