Allergan to acquire Zeltiq

Allergan and Zeltiq have entered into a definitive agreement under which Allergan will acquire Zeltiq for $56.50 (£45.45) per share, or $2.475bn (£1.99bn), subject to customary adjustments.

The acquisition enhances Allergan's global medical aesthetics portfolio with the addition of Zeltiq’s flagship CoolSculptingSystem, the sales leader in the fast-growing cash pay body contouring segment of medical aesthetics.

The CoolSculpting System is FDA-cleared to affect appearance through lipolysis or reduction of unwanted fat using a patented cooling technology. CoolSculpting works by gently cooling targeted fat cells in the body to induce a natural, controlled elimination of fat cells without affecting surrounding tissue. Body contouring is a $4bn (£3.22bn) market opportunity worldwide and growing.

"The acquisition of Zeltiq is highly complementary and strategic to Allergan. By adding the best-in-class body contouring CoolSculpting System to our best-in-class facial aesthetics, plastic surgery and regenerative medicine offerings we are creating a world-class aesthetics business," said Brent Saunders, chairman and CEO of Allergan. "With CoolSculpting, our offerings to plastic surgeons, dermatologists and aesthetic practitioners will now extend to three of the largest and fastest-growing segments of their practices, putting Allergan in a unique position to provide expanded customer service, and help meet the needs of patients."

Mark Foley, chief executive officer of Zeltiq commented, "We look forward to working with Allergan to ensure successful completion of this transaction, and supporting the ongoing success of the CoolSculpting technology in the US and around the world."  

The acquisition subject to approval by the shareholders of Zeltiq, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and fulfillment of certain other customary conditions to closing. Assuming typical regulatory and shareholder approval timeframes, Allergan currently anticipates closing the transaction in the second half of 2017.

Moelis and Company is acting as financial advisor to Allergan, and Debevoise and Plimpton LLP is acting as lead legal counsel. Guggenheim Securities is acting as financial advisor to Zeltiq, and Cooley LLP is serving as legal counsel.