Shiseido Co., Ltd. (Tokyo Stock Exchange, First Section: 4911) (“Shiseido”), the Japan-based leading global cosmetics company, and Bare Escentuals, Inc. (NASDAQ: BARE) (“Bare Escentuals”), one of the leading prestige cosmetics companies in the United States and an innovator in mineral-based cosmetics, today announced that they have entered into a definitive agreement pursuant to which Shiseido will acquire Bare Escentuals for approximately US$1.7 billion through an all-cash tender offer and second-step merger. The transaction was approved by the Boards of Directors of both companies by unanimous vote of those directors present and voting.
Shiseido, through a U.S. subsidiary, will make an offer to purchase all outstanding shares of Bare Escentuals common stock for US$18.20 per share. The tender offer price represents a 40.8% premium to Bare Escentuals’ average closing stock price over the last three-month period ended January 13, 2010, and a 39.9% premium over the closing price of Bare Escentuals’ common stock on January 13, 2010. The tender offer is scheduled to commence within 10 business days and is expected to close during the first quarter of 2010. The tender offer is conditioned on the tender of a majority of the outstanding shares of Bare Escentuals common stock on a fully-diluted basis, the continued employment of Leslie Blodgett, the Chief Executive Officer of Bare Escentuals, and various other conditions, including customary regulatory approvals. The transaction is not conditional on financing. Following completion of the tender offer and contribution of shares by Leslie Blodgett as described below, Shiseido intends to acquire the remaining outstanding shares of Bare Escentuals common stock for US$18.20 per share through a second-step merger.
Bare Escentuals’ Board of Directors will recommend that Bare Escentuals’ stockholders tender their shares to Shiseido pursuant to the offer. Expressing her commitment to the combination, Leslie Blodgett has agreed to exchange 40% of her existing common stock ownership in Bare Escentuals^1 for a continuing interest in Bare Escentuals following completion of the tender offer. In connection with and as a condition to the offer, Berkshire Partners LLC and certain of its affiliated entities, which collectively hold approximately 16% of Bare Escentuals’ outstanding common stock, have agreed to tender their shares into the offer. In addition, in connection with and as a condition to the tender offer, Leslie Blodgett has entered into an amended license agreement with Bare Escentuals, and Leslie Blodgett and the Chief Financial Officer and Chief Operating Officer of Bare Escentuals, Myles McCormick, have each entered into new employment agreements with Bare Escentuals, all of which will take effect upon the closing of the tender offer.
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