The tender offer is being made pursuant to an Offer to Purchase, dated Jan. 25, 2010, and in connection with the previously announced Agreement and Plan of Merger, dated Jan. 15, 2010, among Shiseido, Blush Acquisition Corporation and Bare Escentuals.
The tender offer is conditioned on the tender of a majority of the outstanding shares of Bare Escentuals common stock on a fully-diluted basis, the continued employment of Leslie Blodgett, the chief executive officer of Bare Escentuals, as well as the receipt of certain regulatory approvals and other customary closing conditions.
Following successful completion of the tender offer, Blodgett and her affiliates will contribute certain of their Shares in exchange for a continuing 2.43% indirect ownership interest in the Company and a cash distribution. Shiseido intends to acquire the remaining outstanding shares of Bare Escentuals common stock for $18.20 per share through a second-step merger.
As previously reported, Bare Escentuals Board of Directors has approved the transaction by unanimous vote of those directors present and voting.