Merz to Complete Acquisition of BioForm Medical
19 2월 2010 - 9:00PM
Business Wire
Merz Pharma Group announced today that the subsequent offering
period of the tender offer by Merz GmbH & Co. KGaA (“Merz”) and
its acquisition subsidiary to purchase all of the outstanding
shares of common stock of BioForm Medical, Inc. (Nasdaq: BFRM) at a
price of $5.45 per share, net to the seller in cash (without
interest thereon and less any required withholding tax) expired as
scheduled at 12:00 midnight, Eastern Standard Time, on February 18,
2010.
Based on final information from the depositary for the tender
offer, 45,400,232 shares, representing approximately 95.7 percent
of the outstanding shares of common stock of BioForm Medical, were
validly tendered and not withdrawn prior to the expiration of the
subsequent offering period. All such shares have been accepted for
payment in accordance with the terms of the tender offer, and Merz
has or will promptly pay for all such shares.
The acquisition of BioForm Medical will position Merz as a
leading player in aesthetic medicine, a fast growing, multi-billion
dollar global market. With its increased product offering and
expanded reach, particularly in the United States, Merz will
distinguish itself in the marketplace by its ability to offer
dermal fillers based on three distinct technologies: RADIESSE®
dermal filler, Belotero® and Novabel®. In addition to its broad
dermal filler product offering, Merz will have the ability to offer
its customers other innovative aesthetics products that are
currently under development. Merz will now be able to offer its
customers a wide range of high quality aesthetic treatment options,
enabling healthcare professionals to achieve excellent patient
results and satisfaction.
“This is a significant milestone in our more than 100 year-old
history, as it establishes Merz as a leading player in aesthetic
medicine,” said Dr. Jochen Hückmann, Chairman of the Merz
Shareholders Council. “We are excited to have completed this
transaction as we believe it represents a great opportunity for our
customers, employees and the future of our company. With an
increased product portfolio and development pipeline, we have an
even brighter future ahead of us.”
“We are excited to begin realizing the benefits of this exciting
transaction,” said Dr. Martin Zügel, Chairman of the Merz
Management Board. “With BioForm Medical, we are expanding our
product offering with additional innovative, quality aesthetics
treatment options and increasing our direct commercial presence in
the U.S. and Europe. This transaction will significantly enhance
Merz’s existing portfolio and enable us to capitalize on
opportunities to effectively launch new products.”
Mr. Zügel continued, “On behalf of Merz, I would like to thank
our now combined company’s employees for their continued dedication
and support through this process. We look forward to a quick and
smooth integration and to maximizing the value of our leading
position in this dynamic market.”
As previously announced, Merz expects to cause its acquisition
subsidiary Vine Acquisition Corp. to merge with and into BioForm
Medical on February 19, 2010, with BioForm Medical surviving the
merger and continuing as a wholly-owned subsidiary of Merz. In the
merger, each outstanding share of BioForm Medical common stock
(other than shares held in BioForm Medical’s treasury or owned by
Merz, Vine Acquisition Corp. or any other wholly owned subsidiary
of Merz or by stockholders of BioForm Medical who properly exercise
appraisal rights under Delaware law) will be automatically
converted into the right to receive $5.45 in cash, without interest
thereon and less any required withholding tax. Following the
merger, BioForm Medical common stock will cease to be traded on the
Nasdaq Global Market. Holders of BioForm Medical common stock who
did not tender their shares in the tender offer will receive a
letter of transmittal that will instruct them on how to receive the
merger consideration, as well as a notice and description of
appraisal rights for any such holder entitled to exercise such
rights under Delaware law.
About the Merz Pharma Group
The Merz Pharma Group’s focus is on drugs for treating
neurological and psychiatric conditions and the group holds a
leading position in the field of Alzheimer’s research. With
memantine, the Merz Pharma Group has developed the first active
ingredient in the world for treating moderate to severe cases of
Alzheimer’s. Worldwide, memantine is the second best-selling drug
for treating Alzheimer’s. Another core competency of the Merz
Pharma Group lies in clinical and aesthetic dermatology. In
addition to pharmaceuticals, the Merz Pharma Group also serves the
non-pharmacy related healthcare sector. In the Consumer Products
segment, Merz Consumer Care is the leading provider of OTC
medication, dietary supplements and skincare products in the
German-speaking countries with its well-known tetesept® and Merz
Spezial® brands. The Merz Pharma Group is an affiliate of Merz
Group, a German based family held group of companies that also owns
Senator, a leading promotional products manufacturer. The Merz
Pharma Group employs approximately 1,745 people worldwide and, in
the most recently completed fiscal year, generated revenue of
approximately Euro 590 million (US$ 829 million)1.
1 €1 = US$1.405 (exchange rate on 06/30/09)
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