On February 13, 2017, ZELTIQ Aesthetics, Inc., a Delaware
corporation (the Company), entered into an Agreement and Plan of
Merger (the Merger Agreement) with Allergan Holdco US, Inc., a
Delaware corporation (Parent), and Blizzard Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent
(Merger Sub). A copy of the joint press release announcing the
execution of the Merger Agreement is attached as Exhibit 99.1 and
incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements. Statements that are not historical facts, including
statements about beliefs or expectations, are forward-looking
statements. These statements are based on plans, estimates and
projections at the time the Company makes the statements, and
readers should not place undue reliance on them. In some cases,
readers can identify forward-looking statements by the use of
forward-looking terms such as may, will, should, expect, intend,
plan, anticipate, believe, estimate, predict, potential, or
continue or the negative of these terms or other comparable
terms. Forward-looking statements involve inherent risks and
uncertainties, and the Company cautions readers that a number of
important factors could cause actual results to differ materially
from those contained in any such forward-looking statement.
Factors that could cause actual results to differ materially from
those described in this Current Report on Form 8-K include, among
others: the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Merger Agreement and the inability to complete the proposed
merger due to the failure to obtain shareholder approval for the
proposed merger or the failure to satisfy other conditions to
completion of the proposed merger, including that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction. Additional risks are described
in the Companys Annual Report on Form 10-K for the year ended
December 31, 2016 and its subsequently filed reports with the
Securities and Exchange Commission (SEC). Readers are cautioned
not to place undue reliance on the forward-looking statements
included in this Current Report on Form 8-K, which speak only as
of the date hereof. The Company does not undertake to update any
of these statements in light of new information or future events.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company will be
filing documents with the SEC, including preliminary and
definitive proxy statements relating to the proposed transaction.
The definitive proxy statement will be mailed to Company
stockholders in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND
ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED MERGER OR INCORPORTED BY REFERENCE IN THE PROXY
STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents
(when they are available) and other related documents filed with
the SEC at the SECs web site at www.sec.gov, on the ZELTIQ
Aesthetics, Inc. website at www.zeltiq.com or by contacting
ZELTIQ Aesthetics, Inc. Investor Relations at (925) 474-2500.

ZELTIQ Aesthetics, Inc. Allergan plc and their respective
directors and executive officers may be deemed participants in
the solicitation of proxies from the stockholders of ZELTIQ
Aesthetics, Inc. in connection with the proposed transaction.
Information regarding the special interests of ZELTIQ Aesthetics,
Inc. directors and executive officers in the proposed transaction
will be included in the proxy statement described above. These
documents are available free of charge at the SECs web site at
www.sec.gov and from ZELTIQ Aesthetics, Inc. Investor Relations
as described above. Information about Allergans directors and
executive officers can be found in Allergans definitive proxy
statement filed with the SEC on March 25, 2016. You can obtain a
free copy of this document at the SECs website at www.sec.gov or
by accessing Allergans website at www.allergan.com and clicking
on the Investors link and then clicking on the SEC Filings link.

(d) Exhibits