Merz Pharma Group Successfully Completes Bioform Medical Tender Offer with over 94 Percent of Shares Tendered
February 16 2010 - 7:00AM
Business Wire
Merz Pharma Group today announced the successful completion of
the $5.45 per share cash tender offer for all outstanding shares of
BioForm Medical, Inc. (Nasdaq: BFRM) made by Merz GmbH & Co.
KGaA (“Merz”) and its acquisition subsidiary. The tender offer
expired at 12:00 midnight, Eastern Standard Time, on February 12,
2010.
Based on final information from the depositary for the tender
offer, 44,706,581 shares (including 7,103,759 shares subject to
guaranteed delivery procedures), representing over 94 percent of
the outstanding shares of common stock of BioForm Medical were
validly tendered and not withdrawn prior to the expiration of the
tender offer. All such shares have been accepted for payment in
accordance with the terms of the tender offer.
Merz also announced today that it has commenced a subsequent
offering period of its tender offer to acquire the remaining
untendered shares of BioForm Medical common stock during the three
trading day period within which shares tendered pursuant to the
guaranteed delivery procedure must be delivered to the
depositary.
The subsequent offering period will expire at 12:00 midnight,
Eastern Standard Time, on Thursday, February 18, unless extended.
During the subsequent offering period, holders of untendered shares
of BioForm Medical common stock may tender such shares into the
tender offer, and Merz’s acquisition subsidiary, Vine Acquisition
Corp. will immediately accept for payment and promptly pay for each
share properly tendered $5.45, net to the seller in cash, without
interest thereon and less any required tax withholding, which is
the same per share consideration paid in the initial offering
period of the tender offer. Procedures for tendering shares during
the subsequent offering period are the same as during the initial
offering period, except that: (1) shares cannot be tendered by the
guaranteed delivery procedures; and (2) shares tendered during the
subsequent offering period may not be withdrawn. In addition,
shares validly tendered during the initial offering period may not
be withdrawn during the subsequent offering period.
If shares representing in the aggregate 90 percent or more of
the outstanding shares of common stock of BioForm Medical have been
properly tendered and accepted for payment pursuant to the tender
offer, following the expiration of the subsequent offering period,
as it may be extended, Merz will promptly thereafter cause Vine
Acquisition Corp. to merge with and into BioForm Medical. In this
second-step “short-form” merger, any remaining shares of BioForm
Medical not tendered in the offer (other than shares held by Merz
or BioForm Medical or by stockholders of BioForm Medical who
properly exercise appraisal rights under Delaware law) will be
converted into the right to receive the same $5.45 per share cash
consideration, without interest thereon and less any required tax
withholding, paid to BioForm Medical shareholders in the offer.
Forward Looking Statements
This press release contains forward-looking statements,
including those relating to Merz’s anticipated acquisition of
BioForm Medical. Forward-looking statements may contain words such
as “expect,” “believe,” “may,” “can,” “should,” “will,” “forecast,”
“anticipate” or similar expressions, and include the assumptions
that underlie such statements. These statements are subject to
known and unknown risks and uncertainties that could cause actual
results to differ, even materially, from those stated or implied,
including but not limited to: the risk that the transaction will
not be consummated in a timely manner or at all if all of the
closing conditions to the merger are not satisfied; the successful
integration and performance of the acquired business; unknown,
underestimated or undisclosed commitments or liabilities; the level
of demand for Merz’s products, which is subject to many factors,
including uncertain global economic and industry conditions and
demand for aesthetic medicine products; Merz’s ability to realize
synergies expected to result from the acquisition, to develop,
deliver and support a broad range of products, expand its markets
and develop new markets and to attract, motivate and retain key
employees; and other risks described in BioForm Medical’s filings
with the Securities and Exchange Commission (the “SEC”). All
forward-looking statements are based on managements’ estimates,
projections and assumptions as of the date hereof and are subject
to risks and uncertainties, which may cause actual results to
differ, even materially, from the statements contained herein.
Undue reliance should not be placed on forward-looking statements,
which speak only as of the date they are made. Neither Merz nor
BioForm Medical undertake any obligation to update publicly any
forward-looking statements to reflect new information, events or
circumstances after the date they were made, or to reflect the
occurrence of unanticipated events.
About the Merz Pharma Group
The Merz Pharma Group’s focus is on drugs for treating
neurological and psychiatric conditions and the group holds a
leading position in the field of Alzheimer’s research. With
memantine, the Merz Pharma Group has developed the first active
ingredient in the world for treating moderate to severe cases of
Alzheimer’s. Worldwide, memantine is the second best-selling drug
for treating Alzheimer’s. Another core competency of the Merz
Pharma Group lies in clinical and aesthetic dermatology. In
addition to pharmaceuticals, the Merz Pharma Group also serves the
non-pharmacy related healthcare sector. In the Consumer Products
segment, Merz Consumer Care is the leading provider of OTC
medication, dietary supplements and skincare products in the
German-speaking countries with its well-known tetesept® and Merz
Spezial® brands. The Merz Pharma Group is an affiliate of Merz
Group, a German based family held group of companies that also owns
Senator, a leading promotional products manufacturer. The Merz
Pharma Group employs approximately 1,745 people worldwide and, in
the most recently completed fiscal year, generated revenue of
approximately Euro 590 million (US$ 829 million).1
Additional Information and Where to Find It
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of BioForm Medical. Merz and Vine Acquisition Corp. have
filed with the SEC a Tender Offer Statement on Schedule TO with the
SEC, and BioForm Medical has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer.
The tender offer is made solely by the Tender Offer Statement.
Holders of shares of BioForm Medical common stock are urged to read
the Tender Offer Statement (including the Offer to Purchase,
related Letter of Transmittal and all other offer documents) and
the Solicitation/Recommendation Statement, because they contain
important information that holders of shares of BioForm Medical
common stock should consider before making any decision regarding
tendering their securities.
Stockholders of BioForm Medical are able to obtain free copies
of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed
with the SEC by Merz and BioForm Medical through the Web site
maintained by the SEC at www.sec.gov. In addition, investors and
security holders are able to obtain free copies of these documents
by contacting the Investor Relations department of BioForm Medical
at 650-286-4003 or by mailing a request to the information agent
for the tender offer, MacKenzie Partners, Inc., 105 Madison Avenue,
New York, New York 10016; by calling toll free at 1-800-322-2885 or
collect at 212-929-5500; and at
tenderoffer@mackenziepartners.com.
1 €1 = US$1.405 (exchange rate on 06/30/09)
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