Shiseido Announces Successful Tender Offer and Commencement of a Subsequent Offering Period for Common Stock of Bare Escentuals
March 09 2010 - 6:09AM
Business Wire
Shiseido Co., Ltd. (Tokyo Stock Exchange,
First Section: 4911) (“Shiseido”), the Japan-based
leading global cosmetics company, announced today the successful
completion of a tender offer through its indirect wholly-owned
subsidiary, Blush Acquisition Corporation (“Purchaser”), for all
outstanding shares of common stock of Bare Escentuals, Inc.
(NASDAQ: BARE) (“Bare Escentuals”) for $18.20 per share,
net to the seller in cash, without interest and less any applicable
withholding taxes.
The tender offer and withdrawal rights expired at 12:00
midnight, New York City time, on Monday, March 8, 2010. BNY Mellon
Shareowner Services, the depositary for the tender offer, has
advised that, as of the expiration time, 80,005,604 shares
(including 3,064,295 shares subject to guarantees of delivery) were
validly tendered and not withdrawn, representing approximately 86.9
% of all outstanding shares of common stock of Bare Escentuals. All
shares that were validly tendered and not properly withdrawn have
been accepted for purchase. Purchaser will promptly pay for such
shares, at the offer price of $18.20 per share, net to the seller
in cash, without interest and less any applicable withholding
taxes.
Shiseido also announced that Purchaser will provide a subsequent
offering period for all remaining shares of Bare Escentuals common
stock to permit stockholders who have not yet tendered their shares
the opportunity to do so. This subsequent offering period will
expire at 12:00 midnight, New York City time, on Thursday, March
11, 2010. The same $18.20 per share cash consideration offered
during the initial offering period will be paid to holders of Bare
Escentuals’ common stock who tender their shares during the
subsequent offering period. The procedures for tendering shares
during the subsequent offering period are the same as during the
initial offering period, except that (i) the guaranteed
delivery procedures may not be used during the subsequent offering
period and (ii) shares tendered during the subsequent offering
period may not be withdrawn.
Following the completion of the subsequent offering period, if
Purchaser obtains at least 90% of outstanding shares of Bare
Escentuals through the tender offer or otherwise, Shiseido intends
to complete the acquisition of Bare Escentuals through a
“short-form” merger under Delaware law, pursuant to which Bare
Escentuals will become an indirect subsidiary of Shiseido. As a
result of the merger, any shares of common stock of Bare Escentuals
not tendered (except for shares held in the treasury of Bare
Escentuals or owned by Shiseido or Purchaser or any direct or
indirect subsidiary of Shiseido, Purchaser or Bare Escentuals or
shares for which appraisal rights are properly demanded) will
automatically be cancelled and converted into the right to receive
the same $18.20 in cash per share, without interest and less any
applicable withholding taxes, that was paid in the tender offer. In
addition, Bare Escentuals’ common stock will cease to be traded on
the NASDAQ Global Select Market, and Bare Escentuals will no longer
have reporting obligations under the Securities Exchange Act of
1934.
Shinzo Maeda, President and CEO of Shiseido, said, “We are very
pleased with the support we have received from shareholders so far.
Together we are well positioned to use our strengthened platform to
drive further global growth and are excited to take Bare Escentuals
on our journey to become a global player representing Asia with its
origins in Japan.”
Bare Escentuals will operate as a separate business division of
Shiseido and its unique brands will continue to be managed under
Bare Escentuals’ current management. This transaction will enable
Shiseido to immediately strengthen its position in the U.S. market
and expand its product portfolio into mineral-based cosmetics, and
at the same time, Shiseido’s global reach and world-class product
development capabilities will help accelerate Bare Escentuals’
growth outside of North America, including in high-growth potential
markets throughout Asia.
NOTES TO EDITORS
About Shiseido Co. Ltd.
As the largest cosmetics company in Japan, Shiseido develops,
produces and sells skin care, make-up, fragrance and hair care
products for men and women. Present in over 70 countries, its
20-plus brands include namesake Shiseido, Elixir Superieur,
Maquillage, and Integrate brands, which are sold through department
stores, drug stores and other retail outlets. The company posted
annual sales of JPY 690.3bn (US$7.5bn) in fiscal year 2009, nearly
40% of which were generated by its overseas businesses. Shiseido is
among the top three cosmetic brands in China and many other Asian
markets. Globally Shiseido employs a total of approximately
29,000 people. For further information please visit:
www.shiseido.com/index.htm
About Bare Escentuals, Inc.
Bare Escentuals, Inc. is one of the leading prestige cosmetic
companies in the United States and an innovator in mineral-based
cosmetics. The company utilizes a distinctive marketing strategy
and multi-channel distribution model to develop, market and sell
cosmetics, skin care and body care products under its bareMinerals,
RareMinerals, Buxom and md formulations brands worldwide. For
further information please visit: www.bareescentuals.com.
LEGAL NOTICES AND DISCLAIMERS
This news release is for informational purposes only. It does
not constitute an offer to purchase shares of Bare Escentuals
or a Solicitation/Recommendation Statement under the rules and
regulations of the Securities and Exchange Commission. Purchaser
has filed with the Securities and Exchange Commission a Tender
Offer Statement on Schedule TO and Bare Escentuals has filed a
Solicitation/Recommendation Statement on Schedule 14D-9. These
documents contain important information and shareholders of Bare
Escentuals are advised to carefully read these documents before
making any decision with respect to the tender offer. These
documents may be obtained free of charge at the Securities and
Exchange Commission’s website at www.sec.gov. Persons with
questions regarding the offer should contact the Information Agent
at (877) 750-9499.
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