Ms. Laurie Little reports
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. COMPLETES TENDER OFFER FOR OBAGI MEDICAL PRODUCTS, INC.
The tender offer by a subsidiary of Valeant Pharmaceuticals International Inc. to purchase all of the outstanding shares of Obagi Medical Products Inc. for a price of $24 per share in cash, without interest (less any applicable withholding taxes), has expired. The offer expired at midnight, New York time, on April 25, 2013. American Stock Transfer & Trust Company LLC, the depositary for the tender offer, has advised that, as of the expiration of the offer, a total of 14,708,133 shares had been tendered into and not withdrawn from the offer, representing approximately 84.12 per cent of Obagi's outstanding shares. Additionally, the depositary has advised that an additional 938,189 shares had been tendered by notice of guaranteed delivery. The condition to the offer that at least a majority of the outstanding shares of Obagi common stock (on a fully diluted basis) be validly tendered and not properly withdrawn prior to the expiration of the offer has been satisfied. Accordingly, all shares that were validly tendered and not properly withdrawn were accepted for payment, and Valeant will promptly pay for all such tendered shares in accordance with the terms of the offer. Valeant intends to exercise its top-up option to acquire additional Obagi shares. As a result of the tenders and the top-up option exercise, Valeant will own more than 90 per cent of the outstanding Obagi shares (on a fully diluted basis) and expects to complete, on April 25, 2013, the acquisition of Obagi through a short-form merger under Delaware law.
As a result of the merger, Obagi will become a wholly owned subsidiary of Valeant Pharmaceuticals International. In the merger, each remaining share of Obagi that was not validly tendered in the offer will be cancelled and converted into the right to receive the same $24 per share in cash that was paid in the offer. Following completion of the merger, the common stock of Obagi will no longer be listed for trading on the Nasdaq Global Select Market, which is expected to take effect as of the close of market on April 25, 2013.
We seek Safe Harbor.
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