Exhibit 99.1
Medicis Terminates Merger Agreement with Inamed and Receives $90 Million Termination Fee
SCOTTSDALE, Ariz.(BUSINESS WIRE)Dec. 13, 2005Medicis (NYSE:MRX News; the Company)
today announced that it has elected to terminate its merger agreement with Inamed Corporation
(NASDAQ:IMDC News), and has received a termination fee payment of $90 million from Inamed.
Medicis and Inamed originally entered the merger agreement on March 20, 2005.
After careful evaluation by the Board of Directors with consultation from outside counsel and
financial advisors, we have concluded that it is in the best interests of Medicis shareholders not
to raise our offer for Inamed, said Jonah Shacknai, Chairman and Chief Executive Officer of
Medicis. We are very excited about our business prospects, and have energized our corporate
development efforts in both the aesthetic and dermatology sectors. Our pipeline is rich in near-
and long-term opportunities.
Medicis will hold its annual meeting of stockholders as previously scheduled on December 19, 2005,
to elect directors and ratify the selection of its independent auditors. Proposals one and two in
the Notice of Annual Meeting of Stockholders, relating specifically to the issuance of additional
shares pursuant to the merger agreement and an amendment to the certificate of incorporation to
increase the number of authorized shares and to change the name of the Company from Medicis
Pharmaceutical Corporation to Medicis, will not be voted on at the meeting due to the
termination of the merger agreement.
About Medicis
Medicis is the leading independent specialty pharmaceutical company in the United States focusing
primarily on the treatment of dermatological and podiatric conditions and aesthetics medicine. The
Company is dedicated to helping patients attain a healthy and youthful appearance and self-image.
Medicis has leading branded prescription products in a number of therapeutic categories, including
acne, eczema, fungal infections, psoriasis, rosacea, seborrheic dermatitis and skin and
skin-structure infections. The Companys products have earned wide acceptance by both physicians
and patients due to their clinical effectiveness, high quality and cosmetic elegance.
The Companys products include the prescription brands RESTYLANE®, DYNACIN® (minocycline HCl),
LOPROX® (ciclopirox), OMNICEF® (cefdinir), PLEXION® (sodium sulfacetamide/sulfur), TRIAZ® (benzoyl
peroxide), LIDEX® (fluocinonide) Cream, 0.05%, VANOS (fluocinonide) Cream, 0.1%, and SYNALAR®
(fluocinolone acetonide), BUPHENYL® (sodium phenylbutyrate) and AMMONUL® (sodium
phenylacetate/sodium benzoate), prescription products indicated in the treatment of Urea Cycle
Disorder, and the over-the-counter brand ESOTERICA®.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Securities
Litigation Reform Act. All statements included in this press release that address activities,
events or developments that Medicis expects, believes or anticipates will or may occur in the
future are forward-looking statements, including Medicis future prospects, business development
activities and product pipeline and Medicis intention to hold its annual meeting on December 19,
2005. These statements are based on certain assumptions made by Medicis based on its experience and
perception of historical trends, current conditions, expected future developments and other factors
it believes are appropriate in the circumstances. No assurances can be given, however, that these
activities, events or developments will occur or that such results will be achieved. Such
statements are subject to a number of assumptions, risks and uncertainties, many of which are
beyond the control of Medicis.
The Companys business is subject to all risk factors outlined in the Companys most recent annual
report on Form 10-K and other documents we file with the Securities and Exchange Commission. At the
time of this press release, the Company cannot, among other things, assess the likelihood, timing
or forthcoming results of research and development projects and the risks associated with the FDA
approval process, risks associated
with significant competition within the Companys industry, nor can the Company validate its
assumptions of the full impact on its business of the approval of competitive generic versions of
the Companys core brands, in particular, the recent approval of a generic LOPROX® Cream and
LOPROX® TS, or a substitutable DYNACIN® Tablet form, and any future competitive product approvals
that may affect the Companys brands. Additionally, Medicis may acquire and/or license products or
technologies from third parties to enter into new strategic markets. The Company periodically makes
up-front, non-refundable payments to third parties for research and development work which has been
completed and periodically makes additional non-refundable payments for the achievement of various
milestones. There can be no certainty in which periods these potential payments could be made, nor
if any payments such as these will be made at all. Any estimated future guidance does not include
the potential payments associated with any such transactions. Also, there are a number of
additional important factors that could cause actual results to differ materially from those
projected, including the anticipated size of the markets for Medicis products, the availability of
product supply and the receipt of required regulatory approvals; the risks and uncertainties
normally incident to the pharmaceutical and medical device industries including product liability
claims, the introduction of federal and/or state regulations relating to the Companys business,
dependence on sales of key products, the uncertainty of future financial results and fluctuations
in operating results, dependence on Medicis strategy including the uncertainty of license payments
and/or other payments due from third parties, the timing and success of new product development by
Medicis or third parties, competitive product introductions, the risks of pending and future
litigation or government investigations and other risks described from time to time in Medicis SEC
filings including its Annual Report on Form 10-K for the year ended June 30, 2005, and other
documents we file with the Securities and Exchange Commission. Additionally, there can be no
assurance as to when or if any of the holders of the Notes will have the right to convert or if the
Notes will be converted. Forward-looking statements represent the judgment of Medicis management
as of the date of this release, and Medicis disclaims any intent or obligation to update any
forward-looking statements contained herein, which speak as of the date hereof.
NOTE: Full prescribing information for any Medicis prescription product is available by contacting
the Company. OMNICEF® is a registered trademark of Abbott Laboratories, Inc. under a license from
Fujisawa Pharmaceutical Co., Ltd. RESTYLANE® is a registered trademark of HA North American Sales
AB, a subsidiary of Medicis Pharmaceutical Corporation. All other marks (or brands) and names are
the property of Medicis or its Affiliates.