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[05.01.2010]

Merz Pharma To Buy BioForm Medical in US$253 Mln Deal

aktie steigt um 60 Prozent

Merz Pharma To Buy BioForm Medical In US$253 Mln Deal; Shares Surge - Update

(RTTNews) - BioForm Medical, Inc. (BFRM), Monday, said that it has agreed to be acquired by Frankfurt am Main, Germany-based Merz Pharma Group for US$5.45 per share in cash through a cash tender offer followed by a second-step merger. The deal, approved by both companies\' boards, has a total equity value of about US$253 million based on BioForm\'s outstanding shares of common stock. In morning trade, BioForm shares adjusted to the acquisition price, surging over 60%.

The San Mateo, California-based aesthetics products maker noted that Merz Pharma\'s offer price of US$5.45 per share represents a premium of 55% over BioForm\'s 30-day average closing stock price and a premium of 60% over the closing price of BioForm\'s common stock on December 31, 2009, the last trading day prior to today\'s announcement.

The tender offer, which will be commenced by a wholly-owned acquisition subsidiary of Merz this month, is supported by BioForm\'s board of directors who have resolved to recommend to BioForm stockholders that they tender their shares.

Members of BioForm\'s board and management team and related entities collectively own about 26% of its outstanding shares of common stock.

Following the tender offer, Merz will commence a second-step merger in which any remaining BioForm stockholders will receive the same price per share paid in the tender offer.

Dr. Martin Zugel, chairman of the Merz management board, said, \"With BioForm Medical, we expand our product offering in the high-growth aesthetic market and increase our direct commercial presence in the United States and Europe.\"

\"Through the addition of BioForm Medical\'s experienced commercial organization, we will be able to offer healthcare providers a broader range of high quality aesthetic treatment options, further enhancing Merz\'s customer relationships and our competitive position,\" Zugel added.

Following the acquisition, BioFom will become the wholly-owned subsidiary of Merz and will be renamed Merz Aesthetics. As its key business, Merz Aesthetics will provide dermal fillers based on three distinct technologies: Radiesse dermal filler, Belotero and Novabel.

BioForm\'s other aesthetics products under development including Polidocanol, a sclerotherapy agent, and Bocouture/Xeomin, a neurotoxin free of complexing protein, are also expected to be market makers.

BioFom said that its headquarters in San Mateo, California will be maintained with the addition of Merz\'s existing U.S. aesthetics business. BioForm\'s Asia operations and Netherlands operation, including its European sales team, will also become part of Merz Aesthetics.

Merz will retain BioFom\'s current employees with Chief Executive Officer Steve Basta leading them in the same position. The transaction is expected to close in the first quarter of calender year 2010.

BFRM is currently trading at $5.45, up 2.05 or 60.29%, on a volume of 4.10 million shares on the Nasdaq.

For comments and feedback: contact editorial@rttnews.com