MONTREAL, April 3, 2013 /PRNewswire/ -- Valeant
Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today
announced that Valeant and Obagi Medical Products, Inc. (NASDAQ:
OMPI) 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
Obagi from $19.75 to $24.00 per share in cash.
The offer documents 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. Obagi's board of directors has unanimously approved
the amended transaction.
About Valeant Pharmaceuticals International, Inc.
Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) is a
multinational specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of dermatology, neurology and branded
generics. More information about Valeant Pharmaceuticals
International, Inc. can be found at www.valeant.com.
Forward Looking Statements
This press release contains forward-looking statements
regarding, among other things, the proposed acquisition by Valeant
of Obagi, the expected timing of the transaction and satisfaction
of closing conditions. Statements including words such as
"believes," "expects," "anticipates," "intends," "estimates,"
"plan," "will," "may," "intend," "guidance" or similar expressions
are forward-looking statements. Because these statements
reflect Valeant's current views, expectations and beliefs
concerning future events, these forward-looking statements involve
risks and uncertainties. Investors should note that many factors
could affect the proposed business combination of the companies and
could cause actual results to differ materially from those
expressed in forward-looking statements contained in this press
release. These factors include, but are not limited to: the risk
that the acquisition will not close when expected or at all; the
risk that Valeant's business and/or Obagi's business will be
adversely impacted during the pendency of the acquisition; the risk
that the operations of the two companies will not be integrated
successfully; and other risks and uncertainties, including those
detailed from time to time in the companies' periodic reports filed
with the Securities and Exchange Commission ("SEC") and in the case
of Valeant, the Canadian Securities Administrators ("CSA"),
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K, particularly the discussion
under the caption "RISK FACTORS" in their annual reports on Form
10-K for the year ended December 31,
2012, which have been filed with the SEC and in the case of
Valeant, the CSA. The forward-looking statements in this press
release are qualified by these risk factors. These are factors
that, individually or in the aggregate, could cause the companies'
actual results to differ materially from expected and historical
results. The companies assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise.
Additional Information and Where to Find It
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Obagi. Valeant has filed
a Tender Offer Statement on Schedule TO with the U.S. Securities
and Exchange Commission on March 26,
2013, and Obagi has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer on
March 26, 2013. Valeant expects to
file an amendment to the Schedule TO, and Obagi is expected to file
an amendment to the Schedule 14D-9 to reflect the new offer
price. Stockholders and other investors are urged to read the
tender offer materials (including an Offer to Purchase, a related
Letter of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement, in each case as amended (to
the extent applicable), because they contain important information
which should be read carefully before any decision is made with
respect to the tender offer. The Offer to Purchase, the related
Letter of Transmittal and certain other offer documents, as well as
the Solicitation/Recommendation Statement, have been made available
to all stockholders of Obagi at no expense to them. The Tender
Offer Statement and the Solicitation/Recommendation Statement are
available for free at the Commission's web site 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 Obagi free of charge at www.valeant.com. The
solicitation/recommendation statement and the other documents filed
by Obagi with the SEC are and will be made available to all
stockholders of Obagi free of charge at www.obagi.com.
Contact Information:
Laurie W. Little
949-461-6002
laurie.little@valeant.com
(Logo:
http://photos.prnewswire.com/prnh/20101025/LA87217LOGO)
SOURCE Valeant Pharmaceuticals International, Inc.