Inamed also said Allergan had put forth a revised offer and agreement that were "materially different" from its initial offer, although Allergan's original offer of $84 in cash, or 0.8498 of a share of common Allergan stock, for each Inamed share remains unchanged.

Santa Barbara-based Inamed agreed in March to be acquired by Scottsdale, Ariz.-based Medicis in a cash and stock deal then worth $2.8 billion, valuing Inamed at about $75 a share.

At the time, Medicis said it would have the right to terminate its offer and collect a $90-million penalty if Inamed's board did not recommend that shareholders reject the Allergan offer by Tuesday.

Medicis issued a brief statement Tuesday, saying: "We are evaluating our alternatives and will proceed in the best interests of Medicis shareholders."

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