DUBLIN and PLEASANTON, Calif., April 6, 2017 /PRNewswire/ -- Allergan plc
(NYSE: AGN), a leading global biopharmaceutical company, and
ZELTIQ® Aesthetics, Inc. (NASDAQ: ZLTQ), a medical technology
company focused on developing and commercializing products
utilizing its proprietary controlled-cooling technology platform,
today announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") has expired with
respect to Allergan's proposed acquisition of ZELTIQ.
On February 13, 2017, Allergan and ZELTIQ entered into a
definitive agreement under which Allergan has agreed to acquire
ZELTIQ. Following the announcement of the transaction, each
of Allergan and ZELTIQ filed a Notification and Report
Form pursuant to the HSR Act with the Antitrust Division of
the U.S. Department of Justice and the Federal Trade
Commission.
Expiration of the waiting period under the HSR Act satisfies one
of the conditions to the closing of the pending acquisition, which
remains subject to other customary closing conditions, including
approval by the stockholders of ZELTIQ.
ZELTIQ is scheduled to hold a stockholder meeting on
April 27, 2017 to vote on the
proposed transaction, and the companies expect the transaction to
be completed shortly thereafter.
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin,
Ireland, is a bold, global
pharmaceutical company and a leader in a new industry model –
Growth Pharma. Allergan is focused on developing,
manufacturing and commercializing branded pharmaceuticals, devices
and biologic products for patients around the world.
Allergan markets a portfolio of leading brands and
best-in-class products for the central nervous system, eye care,
medical aesthetics and dermatology, gastroenterology, women's
health, urology and anti-infective therapeutic categories.
Allergan is an industry leader in Open Science, the
Company's R&D model, which defines our approach to identifying
and developing game-changing ideas and innovation for better
patient care. This approach has led
to Allergan building one of the broadest development
pipelines in the pharmaceutical industry with 70+ mid-to-late stage
pipeline programs in development.
Our Company's success is powered by our more than 16,000 global
colleagues' commitment to being Bold for Life. Together, we build
bridges, power ideas, act fast and drive results for our customers
and patients around the world by always doing what is right.
With commercial operations in approximately 100
countries, Allergan is committed to working with
physicians, healthcare providers and patients to deliver innovative
and meaningful treatments that help people around the world live
longer, healthier lives everyday.
For more information, visit Allergan's website
at www.Allergan.com.
About ZELTIQ®
ZELTIQ® is a medical technology company focused on developing
and commercializing products utilizing its proprietary
controlled-cooling technology platform. ZELTIQ's first commercial
product, the CoolSculpting® System, is designed to reduce unwanted
fat. CoolSculpting is based on the scientific principle that fat
cells are more sensitive to cold than the overlying skin and
surrounding tissues. It utilizes patented technology of precisely
controlled cooling to reduce the temperature of fat cells in the
treated area, which is intended to cause fat cell elimination
through a natural biological process known as apoptosis. ZELTIQ
developed CoolSculpting to safely, noticeably, and measurably
reduce the fat layer, to affect appearance.
Forward-Looking Statement
Statements contained in this press release that refer to the
expected timing of the closing of the transaction are
forward-looking statements that reflect Allergan's and ZELTIQ's
current expectations as of the date of this release. Except as
expressly required by law, Allergan and ZELTIQ disclaim any intent
or obligation to update these forward-looking statements. Actual
results may differ materially from Allergan's and ZELTIQ's current
expectations depending upon a number of factors, including the
satisfaction or waiver of the closing conditions to the
transaction. Other risks and uncertainties detailed in Allergan's
and ZELTIQ's periodic public filings with the Securities and
Exchange Commission, including but not limited to Allergan's and
ZELTIQ's Annual Reports on Form 10-K for the year ended
December 31, 2016. Except as
expressly required by law, Allergan and ZELTIQ disclaims any intent
or obligation to update these forward-looking statements.
Additional Information and Where to Find It.
In connection with the proposed transaction, ZELTIQ Aesthetics,
Inc. has filed and will be filing documents with the SEC, including
a definitive proxy statement relating to the proposed transaction.
The definitive proxy statement was mailed to ZELTIQ stockholders in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORTED BY
REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents (when they are available) and other related documents
filed with the SEC at the SEC's web site at www.sec.gov, on
ZELTIQ's website at www.zeltiq.com or by contacting ZELTIQ Investor
Relations at (925) 474-2500.
ZELTIQ, Allergan plc and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the stockholders of ZELTIQ in connection with the
proposed transaction. Information regarding the special interests
of ZELTIQ's directors and executive officers in the proposed
transaction is included in the proxy statement described above.
These documents are available free of charge at the SEC's web site
at www.sec.gov and from ZELTIQ Investor Relations as described
above. Information about Allergan's directors and executive
officers can be found in Allergan's definitive proxy statement
filed with the SEC on March 24, 2017.
You can obtain a free copy of this document at the SEC's website at
www.sec.gov or by accessing Allergan's website at www.allergan.com
and clicking on the "Investors" link and then clicking on the "SEC
Filings" link.
CONTACTS:
ALLERGAN:
Investors:
Karina Calzadilla
(862) 261-7328
Media:
Mark Marmur
(862) 261-7558
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/allergan-and-zeltiq-announce-expiration-of-hart-scott-rodino-waiting-period-for-pending-transaction-300435741.html
SOURCE Allergan plc; ZELTIQ Aesthetics, Inc.