Obagi Medical Products, Inc. (NASDAQ: OMPI) (the “Company” or
“Obagi”) today announced that Obagi and Valeant Pharmaceuticals
International, Inc. (NYSE: VRX and TSX: VRX) have executed an
amendment to their Agreement and Plan of Merger, dated March 19,
2013. Pursuant to the amendment, Valeant increased its offer to
acquire all of the outstanding common stock of Obagi from $19.75 to
$24.00 per share in cash.
The Obagi Board of Directors unanimously approved the amended
transaction and recommends that Obagi stockholders tender their
shares in accordance with the terms of the amended merger
agreement.
The offer documents and the Company’s
solicitation/recommendation statement on Schedule 14D-9 will be
amended to reflect the new offer price of $24.00 per share. The
expiration date of the tender offer will remain
12:00 midnight, New York City time, on April 23, 2013. The
tender offer is conditioned on the tender of a majority of Obagi's
shares calculated on a diluted basis, as well as the receipt of
certain regulatory approvals and other customary closing
conditions. Following the successful completion of the tender
offer, a wholly owned subsidiary of Valeant will merge with Obagi
and the outstanding Obagi shares not tendered in the tender offer
will be converted into the right to receive the same $24.00 per
share in cash paid in the tender offer. The amendment also
increases the termination fee to $21 million.
About Obagi Medical Products, Inc.
Obagi Medical Products is a specialty pharmaceutical company
that develops, markets and sells, and is a leading provider of,
proprietary topical aesthetic and therapeutic prescription-strength
skin care systems in the physician-dispensed market. Using its
Penetrating Therapeutics™ technologies, Obagi Medical’s products
are designed to improve penetration of agents across the skin
barrier for common and visible skin conditions in adult skin
including premature aging, photodamage, hyperpigmentation
(irregular or patchy discoloration of the skin), acne, sun damage,
rosacea, and soft tissue deficits, such as fine lines and wrinkles.
Obagi Medical’s portfolio, which includes cosmetic,
over-the-counter and prescription products, including 4%
hydroquinone, is sold and promoted only through physician offices
and requires education by a physician on proper use. The history of
Obagi’s skin care product introductions is as follows: Obagi
Nu-Derm®, Obagi-C® Rx (a prescription-strength vitamin C and
hydroquinone system), Obagi® Professional-C (a line of highly
stable vitamin C serums), Obagi Condition & Enhance® for
use with cosmetic procedures to enhance patient outcomes and
satisfaction, ObagiELASTIderm® Eye Products and ObagiCLENZIderm®
M.D. acne therapeutic systems, a formulation of ObagiCLENZIderm
M.D. Systems for normal to dry skin, and ObagiELASTIderm
Décolletage System, ObagiRosaclear® System, ObagiELASTILash®
Eyelash Solution, Obagi Blue Peel RADIANCE®, Nu-Derm® Sun Shield
SPF 50 and Obagi Hydrate™. Visit www.obagi.com for information.
Penetrating Therapeutics and Obagi Hydrate are trademarks, and
Obagi, the Obagi logo, Blue Peel RADIANCE, Condition &
Enhance, ELASTIderm, ELASTILash, Nu-Derm, Obagi-C, ObagiCLENZIderm
and Rosaclear are registered trademarks, of Obagi Medical Products,
Inc. and/or its affiliates in the United States and certain other
countries.
Notice to Investors
On March 26, 2013, Obagi Medical Products, Inc. filed a
solicitation/recommendation statement with respect to the tender
offer from Valeant described herein on Schedule 14D-9 with the
U.S. Securities and Exchange Commission (the “SEC”). Also on March
26, 2013, Odysseus Acquisition Corp., a wholly-owned subsidiary of
Valeant Pharmaceuticals International, a wholly-owned subsidiary of
Valeant Pharmaceuticals International, Inc., filed a tender offer
statement, including the offer to purchase, letter of transmittal
and related documents on Schedule TO with the SEC. This
communication is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of the Company’s common
stock. Investors and stockholders of the Company are strongly
urged to read both the tender offer statement (including the offer
to purchase, letter of transmittal, and related documents) and the
solicitation/recommendation statement, as they may be amended from
time to time, because they contain important information that
stockholders should consider before making any decision regarding
tendering their shares. The tender offer statement (including
the related exhibits) and the solicitation/recommendation statement
is available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer
statement and other documents that Valeant files with the SEC are
and will be made available to all stockholders of the Company free
of charge at www.valeant.com . The
solicitation/recommendation statement and the other documents filed
by the Company with the SEC are and will be made available to all
stockholders of the Company free of charge at www.obagi.com.
Forward-Looking Statements
This communication may contain, in addition to historical
information, certain forward-looking statements regarding future
events, conditions, circumstances or the future financial
performance of the Company. Often, but not always, forward-looking
statements can be identified by the use of words such as
“believes,” “expects,” “may,” “will,” “should,” “potential,”
“anticipates,” “plans,” or “intends” and similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
events or developments to be materially different from the future
results, events or developments indicated in such forward-looking
statements.
Such risks and uncertainties include: the risk that not all
conditions of the tender offer, the merger or the related
transactions will be satisfied or waived, the completion of the
merger with Valeant taking longer than expected, any consequences
resulting from competing offers, the current condition of, and
potential further deterioration in, the global economy, intense
competition our products face and will face in the future, the
level of market acceptance of our products, our ability to
successfully implement our new online pharmacy e-Commerce sales and
fulfillment strategy, the possibility that our products could be
rendered obsolete by technological or medical advances, the
possibility that we may become involved in intellectual property
claims and litigation that could adversely affect the profitability
of or our ability to sell our products or on our results of
operations, the possibility that our products may cause undesirable
side effects and the fact that our ability to commercially
distribute our products may be significantly harmed if the state or
federal regulatory environment governing our products changes, and
uncertainties associated with any aspect of the transactions,
including uncertainties relating to the anticipated timing of
filings and approvals relating to the transactions, the outcome of
legal proceedings that may be instituted against the Company and/or
others relating to the transactions, the expected timing of
completion of the transactions, the satisfaction of the conditions
to the consummation of the transactions and the ability to complete
the transactions. A more detailed discussion of certain of these
and other factors that could affect results is contained in our
filings with the SEC.
Many of these risks and uncertainties relate to factors that are
beyond the Company’s ability to control or estimate precisely, and
any or all of the Company’s forward-looking statements may turn out
to be wrong. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to unduly rely on these forward-looking
statements. Nothing contained herein shall be deemed to be a
forecast, projection or estimate of the future financial
performance of the Company following the completion of the
transactions unless otherwise stated. Other than as required under
the securities laws, the Company does not assume a duty to update
these forward-looking statements, whether as a result of new
information, subsequent events or circumstances, changes in
expectations or otherwise.
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