Japanese cosmetics company Shiseido Co. Ltd. (SSDOY.PK) announced Monday that it has launched a tender offer for all outstanding shares of common stock of mineral-based cosmetics maker Bare Escentuals, Inc. (BARE) to acquire it for $18.20 per share in cash. The tender offer is being launched through Shiseido's wholly-owned subsidiary Blush Acquisition Corp., which is a special purpose vehicle formed for the acquisition under Shiseido Americas Corp.
On January 14, Shiseido agreed to acquire Bare Escentuals for $18.20 per share or about $1.7 billion through an all-cash tender offer and subsequent second-step merger. Bare Escentuals' Board of Directors have already unanimously approved the proposed deal. The acquisition will be financed by internal funds and bank loans. However, the transaction is not conditional on financing.
The tender offer is scheduled to expire at midnight on March 8, 2010, subject to one or more possible extensions and a subsequent offer period. The tender offer is conditional to acceptance by more than 50% of the holders of Bare Escentuals' outstanding shares.
Following the closure of the tender offer and acceptance by a majority of the outstanding shares, Shiseido would go ahead and acquire the remaining outstanding shares of Bare Escentuals through a second-step merger at the offer price.
Meanwhile, the tender offer is also conditional to the continued employment of Chief Executive Officer of Bare Escentuals Leslie Blodgett, as well as the receipt of certain regulatory approvals and other customary closing conditions. Following successful completion of the tender offer, the Blodgett, and her affiliates will contribute certain of their shares in exchange for a continuing 2.43% indirect ownership interest in the company and a cash distribution.
The proposed deal will see Shiseido's global reach and world-class product development capabilities combine with Bare Escentuals' leading mineral-based cosmetic portfolio and multi-channel marketing expertise. It would further strengthen Shiseido's successful U.S. and European business. The deal will also boost Bare Escentuals' growth outside North America, and in high-growth markets throughout Asia, including Japan and China.
Following the closure of the proposed deal, Bare Escentuals' business will operate as a consolidated subsidiary of Shiseido under its current leadership team, including its CEO Leslie Blodgett and its CFO Myles McCormick. It will also continue to operate from California, USA.
BARE closed Friday's regular trading session at $18.12, up $0.01 on a volume of 4.80 million shares, higher than the three-month average volume of 3.04 million shares. SSDOY.PK closed t $21.21.
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