Obagi Medical Products, Inc. ( 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. |
