Merz Pharma Group today announced the commencement of its tender
offer for all outstanding shares of common stock of BioForm
Medical, Inc. (Nasdaq: BFRM) for $5.45 per share, net to the seller
in cash, without interest and less any required withholding tax.
The tender offer is being made by Vine Acquisition Corp., an
indirect wholly-owned subsidiary of Merz GmbH & Co. KGaA
(“Merz”), in connection with the Agreement and Plan of Merger among
Merz, Vine Acquisition Corp. and BioForm Medical, announced on
January 4, 2010, and pursuant to an Offer to Purchase dated January
15, 2010.
The tender offer is scheduled to expire at 12:00 midnight, New
York City Time, on February 12, 2010, unless extended. Pursuant to
the terms and subject to the conditions of the merger agreement,
following the completion of the tender offer, Vine Acquisition
Corp. will merge with and into BioForm Medical, with BioForm
Medical surviving the merger as an indirect wholly owned subsidiary
of Merz. In this merger, any remaining BioForm Medical stockholders
(other than stockholders who properly exercise appraisal rights
under Delaware law) will receive the same $5.45 cash consideration
per share, without interest and less any required withholding tax,
as paid in the tender offer. The tender offer is subject to the
conditions described in the Offer to Purchase, including the
acquisition by Vine Acquisition Corp. of a majority of BioForm
Medical’s outstanding stock on a fully diluted basis, regulatory
approval and other customary closing conditions.
The BioForm Medical board of directors has unanimously
determined that the tender offer and the merger are advisable, fair
to, and in the best interests of, BioForm Medical and its
stockholders, and has approved and adopted the merger agreement. In
addition, the BioForm Medical board of directors has unanimously
resolved to recommend that BioForm Medical’s stockholders accept
the tender offer and tender their shares to Vine Acquisition Corp.
pursuant to the tender offer and, if required to consummate the
merger under Delaware law, adopt the merger agreement.
Merz today filed with the Securities and Exchange Commission
(“SEC”) a Tender Offer Statement on Schedule TO, including the
Offer to Purchase, setting forth in detail the terms and conditions
of the tender offer. BioForm Medical today filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of BioForm
Medical’s board of directors that BioForm Medical stockholders
accept the tender offer and tender their shares pursuant to the
tender offer.
The Depositary for the tender offer is DB Services Tennessee,
Inc., PO Box 305050, Nashville, TN 37211 Attn: Reorganization Unit.
The Information Agent for the tender offer is MacKenzie Partners,
Inc., 105 Madison Avenue, New York, New York 10016.
Forward-Looking Statements
This press release contains forward-looking statements,
including those relating to Merz’s anticipated acquisition of
BioForm Medical. Forward-looking statements may contain words such
as “expect,” “believe,” “may,” “can,” “should,” “will,” “forecast,”
“anticipate” or similar expressions, and include the assumptions
that underlie such statements. These statements are subject to
known and unknown risks and uncertainties that could cause actual
results to differ, even materially, from those stated or implied,
including but not limited to: the risk that the transaction will
not be consummated in a timely manner or at all if, among other
things, fewer than a majority of the shares of BioForm Medical
common stock are tendered, clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is not obtained, or
other closing conditions are not satisfied; and other risks
described in BioForm Medical’s filings with the SEC. All
forward-looking statements are based on managements’ estimates,
projections and assumptions as of the date hereof and are subject
to risks and uncertainties, which may cause actual results to
differ, even materially, from the statements contained herein.
Undue reliance should not be placed on forward-looking statements,
which speak only as of the date they are made. Neither Merz nor
BioForm Medical undertake any obligation to update publicly any
forward-looking statements to reflect new information, events or
circumstances after the date they were made, or to reflect the
occurrence of unanticipated events.
About BioForm Medical, Inc.
BioForm Medical, Inc. is a medical aesthetics company
headquartered in San Mateo, California, developing products that
enhance aesthetic procedures performed in dermatology and plastic
surgery practices. BioForm Medical’s lead product is RADIESSE®
dermal filler, a long-lasting filler for use in facial aesthetics.
BioForm Medical is developing several future aesthetics products,
including a radiofrequency treatment to reduce nerve function in
the forehead, a sclerotherapy treatment for spider veins, and a
surgical adhesive for brow lifts. For more information about
BioForm Medical, please visit www.bioform.com.
About the Merz Pharma Group
The Merz Pharma Group’s focus is on drugs for treating
neurological and psychiatric conditions and the group holds a
leading position in the field of Alzheimer’s research. With
memantine, the Merz Pharma Group has developed the first active
ingredient in the world for treating moderate to severe cases of
Alzheimer’s. Worldwide, memantine is the second best-selling drug
for treating Alzheimer’s. Another core competency of the Merz
Pharma Group lies in clinical and aesthetic dermatology. In
addition to pharmaceuticals, the Merz Pharma Group also serves the
non-pharmacy related healthcare sector. In the Consumer Products
segment, Merz Consumer Care is the leading provider of OTC
medication, dietary supplements and skincare products in the
German-speaking countries with its well-known tetesept® and Merz
Spezial® brands. The Merz Pharma Group is an affiliate of Merz
Group, a German based family held group of companies that also owns
Senator, a leading promotional products manufacturer. The Merz
Pharma Group employs approximately 1,745 people worldwide and, in
the most recently completed fiscal year, generated revenue of
approximately Euro 590 million (US$ 829 million)1.
Additional Information and Where to Find It
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of BioForm Medical. Merz and Vine Acquisition Corp. have
filed with the SEC a Tender Offer Statement on Schedule TO with the
SEC, and BioForm Medical has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer.
The tender offer is made solely by the Tender Offer Statement.
Holders of shares of BioForm Medical common stock are urged to read
the Tender Offer Statement (including the Offer to Purchase,
related Letter of Transmittal and all other offer documents) and
the Solicitation/Recommendation Statement, because they contain
important information that holders of shares of BioForm Medical
common stock should consider before making any decision regarding
tendering their securities.
Stockholders of BioForm Medical are able to obtain free copies
of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed
with the SEC by Merz and BioForm Medical through the Web site
maintained by the SEC at www.sec.gov. In addition, investors and
security holders are able to obtain free copies of these documents
by contacting the Investor Relations department of BioForm Medical
at 650-286-4003 or by mailing a request to the information agent
for the tender offer, MacKenzie Partners, Inc., 105 Madison Avenue,
New York, New York 10016; by calling toll free at 1-800-322-2885 or
collect at 212-929-5500; and at
tenderoffer@mackenziepartners.com.
1 €1 = US$1.405 (exchange rate on 06/30/09)
Bioform Medical (MM) (NASDAQ:BFRM)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Bioform Medical (MM) (NASDAQ:BFRM)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024