Merz Obtains HSR Clearance in Connection with BioForm Medical Tender Offer
02 Februar 2010 - 10:07PM
Business Wire
Merz Pharma Group today announced that it has been granted early
termination of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1976, as amended, by the U.S. Federal
Trade Commission and the U.S. Department of Justice in connection
with the previously announced US$5.45 per share cash tender offer
made by Merz GmbH & Co. KGaA (“Merz”) and its acquisition
subsidiary to purchase all outstanding shares of common stock of
BioForm Medical, Inc. (Nasdaq: BFRM). The tender offer will expire
on February 12, 2010 at 12:00 midnight, New York City time, unless
extended.
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 or other closing conditions are not
satisfied; and other risks described in BioForm Medical’s filings
with the Securities and Exchange Commission (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 Merz
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)
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