MAPP Map Pharmaceuticals, Inc. (MM)

This Amendment No. 2 (“ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “ SEC ”) on January 31, 2013 (which, together with any subsequent amendments and supplements thereto, collectively constitute this “ Schedule TO ”). The Schedule TO relates to the offer by Groundhog Acquisition, Inc. (“ Purchaser ”), a Delaware corporation and a wholly-owned subsidiary of Allergan, Inc. (“ Allergan ”), to purchase all outstanding shares of common stock, par value $0.01 per share (individually, a “ Share ” and collectively, the “ Shares ”), of MAP Pharmaceuticals, Inc. (“ MAP ”), for $25.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 31, 2013 (together with any amendments and supplements thereto, the “ Offer to Purchase ”), and the related Letter of Transmittal (together with any amendments and supplements thereto, the “ Letter of Transmittal ” and, together with the Offer to Purchase, the “ Offer ”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.

All of the information set forth in the Offer to Purchase is hereby amended and supplemented as set forth below.

Items 1-11.

The Schedule TO and the Offer to Purchase are hereby amended and supplemented as set forth below:

“The Offer expired at 12:00 midnight, New York City time, on the night of February 28, 2013. The Depositary for the Offer has advised Allergan and Purchaser that, as of such time, an aggregate of 27,783,059 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 77.9% of the Shares then outstanding, and approximately 68.4% of the Shares then outstanding on a fully diluted basis. In addition, Notices of Guaranteed Delivery have been delivered with respect to 2,717,161 Shares, representing approximately 7.6% of the Shares then outstanding. The aggregate number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition that at least a majority of the outstanding Shares (on a fully diluted basis) be validly tendered and not properly withdrawn prior to the expiration of the Offer. Accordingly, all conditions to the Offer have been satisfied, and Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer. Payment for such Shares will be made promptly in accordance with the terms of the Offer.

On March 1, 2013, Purchaser exercised the Top-Up Option to purchase from MAP a number of newly issued Shares equal to the lowest number of Shares that, when added to the number of Shares owned by Allergan and Purchaser at the time of such exercise, constituted one Share more than 90% of the Shares then outstanding (after giving effect to the issuance of the Top-Up Option Shares).

Following the exercise of the Top-Up Option, Purchaser effected the Merger pursuant to the “short-form” merger procedures set forth in Section 253 of the DGCL. As a result, on March 1, 2013, Purchaser merged with and into MAP, with MAP surviving the Merger as a wholly-owned subsidiary of Allergan. At the Effective Time, all remaining issued and outstanding Shares not tendered in the Offer (other than Shares owned by Allergan, Purchaser, MAP or any of its wholly-owned subsidiaries, and any Shares owned by MAP stockholders who validly exercise their appraisal rights in connection with the Merger) were converted into the right to receive the same cash price of $25.00 per Share paid in the Offer, without interest and less any applicable withholding taxes. Following the Merger, Allergan will cause the Shares to be delisted from the NASDAQ Global Select Market.

The press release issued by Allergan on March 1, 2013 in connection with the expiration of the Offer and the consummation of the Merger is filed as Exhibit (a)(5)(E) hereto and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: March 1, 2013

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