LAVAL, Quebec, April 23, 2013 /PRNewswire/ -- Valeant
Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX)
announced it has extended the expiration date of the tender offer
by its indirect wholly-owned subsidiary, Odysseus Acquisition
Corp., for all of the outstanding shares of common stock of Obagi
Medical Products, Inc. (NASDAQ: OMPI) ("Obagi") at a price of
$24.00 per share, net to the seller
in cash, without interest (less any required withholding taxes).
The offer and withdrawal rights described in the offering documents
have been extended and will now expire at 12:00 midnight,
New York City time, on
Thursday, April 25, 2013 (which is
one minute after 11:59 p.m.
New York City time, on Wednesday,
April, 24, 2013), unless the offer is further extended. The offer
had previously been scheduled to expire at 12:00 midnight,
New York City time, on
Tuesday, April 23, 2013.
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has indicated that as of the previously
scheduled expiration, a total of 14,889,011 Obagi shares had been
tendered, representing approximately 85.08% of the outstanding
shares of Obagi (which number includes 1,903,042 shares
(approximately 10.87% of the outstanding shares) tendered by notice
of guaranteed delivery).
The offer was extended because the condition to receive approval
of the transactions by the Antimonopoly Committee of Ukraine (the "AMC") had not been satisfied as
of the previously scheduled expiration. Although there can be no
guarantee or assurance, Valeant believes it is possible that the
parties may receive approval from the AMC at a meeting of the AMC
on Wednesday, April 24, 2013. Valeant
expects to complete the tender offer and consummate the merger
promptly after the AMC's approval of the acquisition is
received. Except for the extension of the offer expiration
date, all other terms and conditions of the offer remain unchanged.
Stockholders who have already tendered their shares of common stock
of Obagi do not have to re-tender their shares or take any other
action as a result of the extension of the expiration date of the
offer.
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 neurology, dermatology 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, satisfaction of
closing conditions and the timing of closing. 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
press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Obagi. Valeant filed a Tender Offer
Statement on Schedule TO with the U.S. Securities and Exchange
Commission on March 26, 2013, as
amended on April 4, 2013,
April 5, 2013, April 12, 2013 and April
22, 2013. Obagi filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer on
March 26, 2013, as amended on
April 2, 2013, April 3, 2013, April 4,
2013, April 5, 2013,
April 12, 2013 and April 22, 2013. Stockholders and
other investors are urged to read the tender offer materials
(including the 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.
(Logo:
http://photos.prnewswire.com/prnh/20101025/LA87217LOGO)
Contact Information:
Laurie
W. Little
949-461-6002
laurie.little@valeant.com
SOURCE Valeant Pharmaceuticals International, Inc.