Allergan is buying a fat-freezing company for $2.5 billion

The hyper-acquisitive multinational pharmaceutical Allergan is buying the fat reduction biopharmaceutical Zeltique Aesthetics.

The Dublin-headquartered company will pay $56.50 per share, or about $2.475 billion, for Zeltiq.

Zeltiq’s sole product is a Cryolipolysis, or fat-freezing, device called the CoolSCulpting.

Moelis & Company advised Allergan, while Guggenheim advised Zeltiq.

Here’s the full press release:

DUBLIN and PLEASANTON, Calif., Feb. 13, 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 commercialising products utilising its proprietary
controlled-cooling technology platform, today announced that they have entered
into a definitive agreement under which Allergan has agreed to acquire ZELTIQ
for $56.50 per share, or $2.475 billion, subject to customary adjustments.

The acquisition of ZELTIQ is immediately accretive and enhances Allergan’s
global medical aesthetics portfolio with the addition of ZELTIQ’s flagship
CoolSculpting^® System, 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 $4
billion 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.”

“Allergan’s world-class medical aesthetics products, global footprint, history
and commitment to developing best-in-class aesthetic treatments makes the
Company ideally suited to realise the maximum commercial potential of the
ZELTIQ controlled-cooling technology platform,” said Mark Foley, Chief
Executive Officer of ZELTIQ. “I appreciate the unwavering commitment and
dedication of the ZELTIQ team in building a world-class Company and technology
platform with CoolSculpting. 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 U.S. and around the world.”

Allergan’s acquisition of ZELTIQ is 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 & Company is acting as financial advisor to Allergan, and Debevoise &
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.

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