Valeant Pharmaceuticals International, Inc. today announced that it has entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Obagi Medical Products, Inc. for $19.75 per share in cash, which represents a 28% premium to Obagi’s closing share price on March 19, 2013, the last trading day prior to announcement. The transaction is expected to close in the first half of 2013 and Valeant expects the transaction, once completed, to be immediately accretive to Valeant’s cash earnings per share. The combination is expected to yield cost synergies at an annual run rate of at least $40 million within six months of closing.
Obagi is a leader in topical aesthetic and therapeutic skin-health systems with a product portfolio that includes leading dermatology brands including Obagi Nu-Derm, Condition & Enhance, Obagi-C Rx, ELASTIDerm and CLENZIDerm. Obagi had total revenue of approximately $120 million in 2012.
“The acquisition of Obagi will be a valuable supplement to Valeant’s current dermatology portfolio and will further build upon our growing aesthetics franchise,” stated J. Michael Pearson, chairman and chief executive officer of Valeant. “Obagi is a leader in the physician dispensed market and enjoys a strong brand perception among physicians. The addition of their products will not only strengthen and diversify our dispensed portfolio, but also expand our market presence with dermatologists and plastic surgeons.” Under the terms of the agreement, Valeant will commence a tender offer for all outstanding shares of Obagi at a price of $19.75 per share in cash. The tender offer will be conditioned on the tender of a majority of Obagi’s shares calculated on a diluted basis, as well as the receipt of certain regulatory approvals and other customary closing conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of Valeant will merge with Obagi and the outstanding Obagi shares not tendered in the tender offer will be converted into the right to receive the same $19.75 per share in cash paid in the tender offer. Obagi’s board of directors has unanimously approved the transaction.