Written Communication Relating to an Issuer or Third Party (sc To-c)
April 02 2013 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
Obagi Medical Products, Inc.
(Name of Subject Company)
Snow White Acquisition Corp.
and
Merz GmbH & Co. KGaA
(Names of Filing Persons Offeror)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
67423R108
(CUSIP Number of Class of Securities)
Matthias Vogt
Chief Financial Officer
Merz GmbH & Co. KGaA
Eckenheimer Landstrasse 100
Frankfurt am Main 60318
Germany
+49 69-1503-0
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
Copies to:
Keith A. Flaum, Esq.
James R. Griffin, Esq.
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood City, CA 94065
(650) 802-3000
CALCULATION OF FILING FEE
Transaction valuation*
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Amount of filing fee
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$[ ]
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$[ ]
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*
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Estimated for purposes of calculating the amount of filing fee only. This amount is based upon (a) an estimate of the maximum number of shares to be purchased pursuant to the Offer and (b) the price offered per share.
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o
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: Not applicable.
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Filing Party: Not applicable.
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Form or Registration No.: Not applicable.
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Date Filed: Not applicable.
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
x
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third-party tender offer subject to Rule 14d-1.
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o
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer.
o
This Tender Offer Statement on Schedule TO (this
Statement
) relates to a planned tender offer by Snow White Acquisition Corp. (
Purchaser
), a wholly owned indirect subsidiary of Merz GmbH & Co. KGaA (
Merz
), for all of the outstanding shares of common stock of Obagi Medical Products, Inc. (
Obagi
).
The tender offer for the outstanding shares of Obagi referenced in this Statement has not yet commenced. This Statement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Obagi, nor is it a substitute for the tender offer materials that Merz and Purchaser will file with the U.S. Securities and Exchange Commission (the
SEC
) upon commencement of the tender offer. At the time the offer is commenced, Merz and Purchaser will file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and Obagi will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials and the Solicitation/Recommendation Statement will contain important information. Holders of shares of Obagi are urged to read these documents when they become available because they will contain important information that holders of Obagi securities should consider before making any decision regarding tendering their securities. The offer to purchase, the related letter of transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Obagi at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SECs web site at www.sec.gov. Free copies of these documents may also be obtained by mailing a request to the information agent for the tender offer, MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016; or by calling toll free at 1-800-322-2885.
Item 12. Exhibits.
99.1 Press Release dated April 2, 2013
2
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