Merz Pharma Group Commences Tender Offer for All BioForm Medical (BFRM) Shares
Merz Pharma Group 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.
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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.
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