Medicis and Inamed Agree to Merge

Medicis and Inamed Corporation jointly announced that they have entered into a definitive merger agreement to create a global leader in breast and facial aesthetics products and therapeutic dermatological medicine.

The combined company will have annual revenue in excess of $700 million, operations in more than 12 countries, businesses in over 60 countries, and approximately 1,500 employees.

The combined entity will have a broad, well-established, portfolio of complementary products in the facial aesthetics, breast aesthetics and therapeutic dermatological markets, and innovative surgical devices for the treatment of morbid obesity.

Under the terms of the transaction, approved by both companies' boards of directors, Inamed stockholders will receive 1.4205 shares of Medicis common stock and $30 in cash for each share of Inamed common stock. Based on Medicis' closing price on March 18, 2005, and the number of Inamed shares outstanding, the merger consideration represents $75 in value per Inamed share, or a total equity value of approximately $2.8 billion.