A Medical Device Daily

Merz Pharma Group (Frankfurt, Germany) reported that the subsequent offering period of the tender offer to buy all of the outstanding shares of common stock of BioForm Medical (San Mateo, California) for $5.45 a share, net to the seller in cash, expired at midnight, Eastern Standard Time, on Thursday.

Merz recently reported completing the initial offer for BioForm, which it agreed to acquire for about $253 million (Medical Device Daily, Feb. 17, 2010), and noted at that time that it had begun a subsequent offering period of its tender offer to acquire the remaining untendered shares of BioForm. The company first reported the acquisition last month (MDD, Jan. 5, 2010).

"With BioForm Medical, we are expanding our product offering with additional innovative, quality aesthetics treatment options and increasing our direct commercial presence in the U.S. and Europe," said Dr. Martin Z gel, chairman of the Merz management board. "This transaction will significantly enhance Merz's existing portfolio and enable us to capitalize on opportunities to effectively launch new products."

Based on final information from the depositary for the tender offer, 45,400,232 shares, representing roughly 95.7% of the outstanding shares of common stock of BioForm, were validly tendered and not withdrawn prior to the expiration of the subsequent offering period. All such shares have been accepted for payment in accordance with the terms of the tender offer, and Merz said it has or will promptly pay for all such shares.

According to the company, the acquisition of BioForm will position Merz as a "leading player" in aesthetic medicine. With its increased product offering and expanded reach, particularly in the U.S., Merz says it will distinguish itself in the marketplace by its ability to offer dermal fillers based on three distinct technologies: Radiesse dermal filler, Belotero and Novabel. In addition to its broad dermal filler product offering, Merz will have the ability to offer its customers other aesthetics products that are currently under development, the company said.

Merz plans to merge its acquisition subsidiary, Vine Acquisition, into BioForm. BioForm will survive as a subsidiary of Merz, the company said. In the merger, each outstanding share of BioForm common stock (other than shares held in BioForm's treasury or owned by Merz, Vine Acquisition or any other Merz subsidiary or by BioForm stockholders who properly exercise appraisal rights under Delaware law) will be automatically converted into the right to receive $5.45 in cash. Following the merger, BioForm common stock will cease to be traded on the Nasdaq Global Market, Merz noted.