– Immediately Accretive All Cash Transaction Expected to Close in the Second Half of 2017 –
– Brings Together Allergan’s Best-in-Class Facial Aesthetics, Plastic Surgery & Regenerative Medicine Businesses with Best-in-Class Body Contouring Business –
– Body Contouring to Become 3rd Pillar of Allergan’s Global Aesthetic Portfolio –
– Three Distinct, Complementary Businesses Converge to Create Optimal Customer Experience –
– Body Contouring Represents $4 Billion Global Market Opportunity –
– Allergan to Host Investor Conference Call Today at 9:00 a.m. ET –

DUBLIN, Ireland and PLEASANTON, CA, USA I February 13, 2017 I 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 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 realize 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.

Conference Call and Webcast

Allergan will host a brief conference call and webcast today at 9:00 a.m. ET to discuss the transaction. The conference call can be accessed from within the U.S. by dialing (877) 251-7980, conference ID 71941558. From international locations, the conference call can be accessed at (716) 803-8252 using the same conference ID. To access the webcast and slides go to Allergan’s Investor Relations Web site at ir.allergan.com or through the following URL: ttp://edge.media-server.com/m…. A replay of the conference call will also be available by dialing (855) 859-2056 in the U.S. or (404) 537-3406 outside of the U.S., conference ID 71941558.

About the CoolSculpting® Procedure

CoolSculpting® is a non-surgical, clinically proven procedure that selectively reduces 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. Millions of CoolSculpting treatments have been performed by more than 5,700 CoolSculpting systems in over 80 countries. Market research indicates up to a 95 percent customer satisfaction rate with the CoolSculpting procedure. CoolSculpting is available through a network of dermatologists, plastic surgeons and leading aesthetic specialists that offer the procedure. More information can be found at http://www.coolsculpting.com.

About Allergan plc

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global pharmaceutical company.  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 every day.

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.

SOURCE: Allergan