April 2, 2013
/PRNewswire/ -- In a letter to the Board of Directors of Obagi Medical Products, Inc. (NASDAQ-GS: OMPI) ("Obagi"), Merz Pharma Group ("Merz" or "the Company") today outlined a proposal to acquire all of the outstanding common stock of Obagi for
per share in cash. This proposal represents a 58% premium to Obagi's closing share price on
Thursday, March 14, 2013
, the last trading day prior to the disclosure on Obagi's fourth quarter earnings call that Obagi had engaged a financial advisor to help explore "all opportunities."
March 20, 2013
, Obagi announced that it entered into a definitive merger agreement with Valeant Pharmaceuticals International, Inc. At that time, Merz was engaged in ongoing discussions with Obagi regarding a potential combination, and was not made aware that Obagi was contemplating signing a deal with another party on an accelerated timeframe. Merz has delivered its proposal to Obagi's Board and believes it constitutes a "Superior Proposal" under the terms of the Obagi/Valeant merger agreement. Importantly, the Merz proposal also represents a significant premium to the offer from Valeant.
Merz has the necessary cash on hand to fund the transaction and does not require additional due diligence. Merz is prepared to move forward immediately to complete this transaction.
Given Merz's portfolio of injectables, Obagi is a natural fit for Merz. This combination would also expand its U.S. market presence and strengthen and diversify its dermatology portfolio through additional quality skin care options.
Merz is publicly disclosing this letter in order to ensure that Obagi stockholders have an opportunity to benefit from its superior proposal. The full text of the Merz letter is below:
April 2, 2013
Board of DirectorsObagi Medical Products, Inc.c/o
Albert J. Fitzgibbons III
, Chairman3760 Kilroy Airport Way, Suite 500
Long Beach, CA
Dear Members of the Board of Directors: