Attorney Advertising, the law firm of Wolf Haldenstein Adler Freeman & Herz LLP, said that it is investigating possible breaches of fiduciary duty by the Board of Directors of Bare Escentuals, Inc (BARE) in relation to the proposed acquisition of Bare by Shiseido Co., Ltd.
On Thursday, January 14, 2010, Bare and Shiseido announced that Shiseido will acquire Bare in an all cash offer. Under the terms of the agreement, Bare stockholders will receive cash of $18.20 in exchange for each share of Bare common stock in a tender offer. Following the tender offer, Shiseido will acquire the remaining shares for $18.20 per share in a second-step merger.
Bare will be run as a Shiseido subsidiary under its current management, including its chief executive and chief financial officer. Bare's CEO will exchange a portion of her holdings for a continued interest in the business after the deal. Pursuant to this proposed transaction, management may be benefiting unlawfully at the expense of Bare's public shareholders.
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