AGREEMENT AND PLAN OF MERGER dated as of by and among ALLERGAN, INC. BANNER ACQUISITION, INC. and INAMED CORPORATIONAgreement and Plan of Merger • December 6th, 2005 • Inamed Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of , 2005 (this "Agreement"), by and among Allergan, Inc., a Delaware corporation ("Parent"), Banner Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Inamed Corporation, a Delaware corporation (the "Company").
ALLERGAN, INC. LETTERHEAD]Inamed Corp • December 6th, 2005 • Orthopedic, prosthetic & surgical appliances & supplies
We are pleased to provide you with the attached Agreement and Plan of Merger (the "Merger Agreement") among Allergan, Inc. ("Allergan"), Banner Acquisition, Inc. ("Merger Sub") and Inamed Corporation ("Inamed") executed by Allergan and Merger Sub. The execution and delivery of the Merger Agreement by Allergan and Merger Sub in conjunction with this letter constitutes a binding irrevocable offer (subject only to the terms and conditions set forth herein) by Allergan and Merger Sub to Inamed to enter into the Merger Agreement, and to conduct an exchange offer by Merger Sub for all of the shares of Inamed common stock on the terms and conditions set forth in the Merger Agreement (the "Offer") and promptly thereafter to consummate the second step merger contemplated thereby (the "Merger"). Inamed can accept this irrevocable offer at any time, after receipt of notice from Allergan that the conditions to this irrevocable offer set forth below have been met, by executing the Merger Agreement
