Notable Mergers and Acquisitions of the Day 01/23: (AGN)/(MAPP) (CSCO) (WPI)

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* Allergan, Inc. (NYSE: AGN) agreed to acquire MAP Pharmaceuticals, Inc. (NASDAQ: MAPP) for $25 per share, or approximately $958 million. The offer represents a 60% premium over MAP’s closing stock price on the Nasdaq Stock Market of $15.58 on January 22, 2013.

The acquisition is expected to close late in the first quarter or in the second quarter of 2013.

In January 2011, Allergan entered into a collaboration agreement with MAP to co-promote LEVADEX®, contingent upon potential regulatory authority approvals in the U.S. and Canada, to neurologists and pain specialists in these markets. In May 2011, MAP initially submitted a New Drug Application (NDA) for LEVADEX® to the FDA. In October 2012, MAP resubmitted its NDA, which included additional data and provided responses to FDA comments. In November 2012, MAP announced that its NDA resubmission for LEVADEX® was accepted for filing by the FDA and that the FDA has classified the resubmission as a complete Class 2 response and has set a goal date of April 15th, 2013 under the Prescription Drug User Fee Act (PDUFA).

Assuming this transaction closes as planned, and approval of LEVADEX® occurs on or before the PDUFA date of April 15th, 2013, Allergan anticipates that this transaction will be dilutive to 2013 earnings per share by approximately $0.07 and accretive to earnings per share by the second half of 2014. Allergan will provide 2013 guidance on its February 5, 2013 earnings call. Allergan currently anticipates that, excluding this transaction, 2013 earnings per share growth expectations will fall within our mid-teens growth aspiration.

Goldman, Sachs & Co. is acting as financial advisor and Gibson, Dunn & Crutcher LLP as legal advisor to Allergan. Centerview Partners LLC is acting as exclusive financial advisor and provided a fairness opinion to MAP Pharmaceuticals, and Latham & Watkins LLP as legal advisor to MAP.

* Cisco (Nasdaq: CSCO) announced its intent to acquire privately held Intucell. Headquartered in Ra’anana, Israel, Intucell provides advanced self-optimizing network (SON) software, which enables mobile carriers to plan, configure, manage, optimize and heal cellular networks automatically, according to real-time changing network demands. The acquisition of Intucell enhances Cisco’s commitment to global service providers by adding a critical network intelligence layer to manage and optimize spectrum, coverage and capacity, and ultimately the quality of the mobile experience.

The proliferation of connected mobile devices, faster network speeds, and growing demand for high-bandwidth applications and services are driving greater network traffic and complexity. As mobile service providers continue to face increased end-user demand, the need to optimize network bandwidth, usage and services is increasing. Intucell’s SON software platform addresses these challenges by examining the network, identifying issues in real time, and intelligently adapting the network to meet demand.

With the evolution of LTE 4G networks, mobile operators are increasingly looking for a more cost effective and efficient way to keep up with demand for bandwidth and reduce complexity. Intucell enhances Cisco’s ability to deliver next-generation solutions with a SON software platform that supports multi-application, multi-vendor and multi-technology capabilities and enables service providers to manage operational costs and make better use of infrastructure investments.

Upon the close of the acquisition, Intucell employees will be integrated into Cisco’s Service Provider Mobility Group, reporting to Shailesh Shukla, vice president and general manager, Software and Applications Group. Under the terms of the agreement, Cisco will pay approximately $475 million in cash and retention-based incentives to acquire the entire business and operations of Intucell. The acquisition is expected to close in the third quarter of Cisco’s fiscal year 2013, subject to customary closing conditions, including applicable regulatory approvals.

* Watson Pharmaceuticals, Inc. (NYSE: WPI) announced that it has completed the acquisition of Belgium-based Uteron Pharma SA for $150 million in cash up front, and up to $155 million in potential future milestone payments. The acquisition of Uteron expands Watson’s Global Brands pipeline of Women’s Health products including two potential near term global commercial opportunities in contraception and infertility, and one novel oral contraceptive, projected to launch globally in 2018. Several additional products in earlier stages of development are also included in the acquisition. The Company said the transaction is expected to be minimally dilutive to non-GAAP earnings in 2013 and 2014, and accretive in 2015.

Uteron’s executive team including Co-CEO and co-founder Stijn Van Rompay and CSO and co-founder Professor Jean-Michel Foidart, will continue to manage Uteron, which will become a key part of research and development activities of an enlarged and growing Women’s Health business for Watson.

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