Shiseido Successfully Completes Acquisition of Bare Escentuals
March 14 2010 - 8:30PM
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 the subsequent offering period offered by its
indirect wholly-owned subsidiary Blush Acquisition Corporation
(Head Office: Delaware, USA; hereafter, “Purchaser”) for the
remaining shares of common stock of Bare Escentuals, Inc.
(NASDAQ:BARE) (“Bare Escentuals”) following a tender offer for
all of the outstanding Bare Escentuals’ shares for US$18.20 per
share in cash (the “Offer”).
As of the expiration of the subsequent offering period at 12:00
midnight, New York City time, on March 11, 2010, combined with the
shares tendered in the initial offering period (January 25, 2010 to
12:00 midnight on March 8, 2010, New York City time), a total of
79,953,491 Bare Escentuals’ shares were tendered, representing
approximately 86.9% of Bare Escentuals’ outstanding shares.
Following the completion of the subsequent offering period,
Blush Holdings, LLC, the immediate parent company of the Purchaser
("Blush Holdings") contributed 4,710,963 shares to Purchaser, which
Blush Holdings acquired through certain transactions with an
affiliate of Leslie A. Blodgett, Bare Escentuals' Chief Executive
Officer. As a result of the contribution of shares from Blush
Holdings and the purchase of shares in the Offer, Purchaser owned
more than 90% of the outstanding shares of Bare Escentuals as of
March 12, 2010.
Thereafter on March 12, 2010, in accordance with Delaware law,
Purchaser completed a short-form merger with and into Bare
Escentuals, thereby consummating Shiseido’s acquisition of Bare
Escentuals. Upon effectiveness of the merger on March 12, 2010,
shares of Bare Escentuals that were not tendered in the Offer
(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) were automatically
cancelled and converted into the right to receive $18.20 per share
in cash, without interest, subject to applicable withholding taxes,
the per share purchase price in the Offer.
As a result of the merger, Bare Escentuals’ common stock has
ceased 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.
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. Shiseido believes 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/
Forward-Looking Statements
This announcement contains certain forward-looking statements.
These forward-looking statements may be identified by words such as
‘intends’, ‘will’ or similar expressions or by discussion of, among
other things, the expected timing of the completion of the merger,
strategy, goals, plans or intentions. All estimated or anticipated
future results are forward-looking and reflect Shiseido’s and Bare
Escentuals’ current perspective on existing trends and information.
Investors and security holders are cautioned not to place undue
reliance on these forward-looking statements. Actual results may
differ materially in the future from those reflected in
forward-looking statements contained in this document, due to
various factors, including but not limited to: macroeconomic
conditions and general industry conditions; regulatory and
litigation matters and risks; changes in tax and other laws and the
effect of changes in general economic conditions and other risks to
consummation of the transaction which are outside of Shiseido or
Bare Escentuals’ control. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking
statements will occur or, if any of them do, what impact they will
have on Shiseido’s or Bare Escentuals’ results of operations or
financial condition.
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