TOKYO—Shiseido Co. Ltd. successfully completed the subsequent offering period offered by its indirect wholly-owned subsidiary Blush Acquisition Corp. (BAC) for the remaining shares of common stock of Bare Escentuals Inc. following a tender offer for all of the outstanding Bare Escentuals’ shares for US$18.20 per share in cash.
A total of 79,953,491 Bare Escentuals’ shares were tendered, representing approximately 86.9 percent of Bare Escentuals’ outstanding shares. Following the completion of the subsequent offering period, Blush Holdings LLC, the immediate parent company of the BAC contributed 4,710,963 shares to BAC, which Blush Holdings acquired through certain transactions with an affiliate of Leslie A. Blodgett, Bare Escentuals' chief executive officer. As a result of the contribution of shares from Blush Holdings and the purchase of shares in the offer, BAC owned more than 90 percent of the outstanding shares of Bare Escentuals as of March 12, 2010.
Thereafter on March 12, 2010, in accordance with Delaware law, BAC completed a short-form merger with and into Bare Escentuals, thereby consummating Shiseido’s acquisition of Bare Escentuals. Upon effectiveness of the merger, shares of Bare Escentuals that were not tendered in the offer (except for shares held in the treasury of Bare Escentuals or owned by Shiseido or BAC or any direct or indirect subsidiary of Shiseido, BAC or Bare Escentuals or shares for which appraisal rights are properly demanded) were automatically cancelled and converted into the right to receive $18.20 per share in cash, without interest, subject to applicable withholding taxes, the per share purchase price in the offer.
As a result of the merger, Bare Escentuals’ common stock has ceased to be traded on the NASDAQ Global Select Market and Bare Escentuals will no longer have reporting obligations under the Securities Exchange Act of 1934.
Bare Escentuals will operate as a separate business division of Shiseido and its unique brands will continue to be managed under Bare Escentuals’ current management. Shiseido believes this transaction will enable Shiseido to immediately strengthen its position in the U.S. market and expand its product portfolio into mineral-based cosmetics, and at the same time, Shiseido’s global reach and product development capabilities will help accelerate Bare Escentuals’ growth outside of North America, including in high-growth potential markets throughout Asia.