Allergan to Acquire KYTHERA Biopharmaceuticals

Allergan and KYTHERA Biopharmaceuticals today announced that they have entered into a definitive agreement under which Allergan has agreed to acquire KYTHERA in a cash and equity transaction.

PRESS RELEASE

DUBLIN

and

WESTLAKE VILLAGE, Calif.

June 17, 2015

/PRNewswire/ --

Allergan plc

(NYSE: AGN), a leading global pharmaceutical company, and

KYTHERA Biopharmaceuticals, Inc.

(NASDAQ: KYTH), a biopharmaceutical company focused on the discovery, development and commercialization of novel prescription products for the aesthetic medicine market, today announced that they have entered into a definitive agreement under which

Allergan

has agreed to acquire KYTHERA in a cash and equity transaction valued at

$75

per KYTHERA share, or approximately

$2.1 billion

, subject to the fulfillment of certain customary conditions summarized below. The fixed-value transaction consideration will be payable 80 percent in cash and 20 percent in new AGN shares issued to KYTHERA shareholders.

Allergan's

2015 earnings-per-share forecast provided on

May 11, 2015

is unchanged as a result of the acquisition. The acquisition is expected to be breakeven in 2016 and accretive thereafter. The Company remains committed to de-levering to below 3.5x debt to Adjusted EBITDA by the end of the first quarter of 2016.