UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
OBAGI MEDICAL PRODUCTS, INC.
(Name of Subject Company (Issuer))
Odysseus Acquisition Corp.
a wholly owned subsidiary of
Valeant Pharmaceuticals International
a wholly owned subsidiary of
Valeant Pharmaceuticals International, Inc.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class Of Securities)
67423R108
(CUSIP Number of Class of Securities)
Robert Chai-Onn
Executive Vice President, General Counsel and Corporate Secretary
Valeant Pharmaceuticals International, Inc.
2150 St. Elzéar Blvd. West
Laval, Quebec
Canada, H7L 4A8
(949) 461-6000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Stephen F. Arcano
Marie L. Gibson
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount Of Filing Fee(2) | |
| $418,419,312 | $57,072.39 | |
|
| ||
| (1) | Estimated solely for purposes of calculating the filing fee. The transaction value was determined by multiplying (x) $24.00 (i.e., the tender offer price) by 17,434,138, the estimated maximum number of shares of common stock of Obagi Medical Products, Inc. to be acquired in the tender offer. |
| (2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2013, issued August 31, 2012, revised October 2012, by multiplying the transaction value by 0.00013640. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $57,072.39 | Filing Party: Odysseus Acquisition Corp., Valeant Pharmaceuticals International and Valeant Pharmaceuticals International, Inc. | |
| Form or Registration No.: Schedule TO-T, Schedule TO-T/A |
Date Filed: March 26, 2013, April 4, 2013 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 6 (“Amendment No. 6”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 26, 2013 and amended on April 4, 2013, April 5, 2013, April 12, 2013, April 22, 2013 and April 23, 2013 (as amended, the “Schedule TO”) and relates to the offer of Odysseus Acquisition Corp., a Delaware corporation (the “Purchaser”), to purchase all outstanding shares of common stock, par value $0.001 (the “Shares”), of Obagi Medical Products, Inc., a Delaware corporation (“Obagi”), at a price of $24.00 per Share, net to the seller in cash, without interest (less any required withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 26, 2013 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Purchaser is a wholly owned subsidiary of Valeant Pharmaceuticals International, a Delaware corporation (“VPI”), which is a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Valeant”). This Amendment No. 6 is being filed on behalf of VPI, Valeant and the Purchaser.
All the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
| ITEM 11. | ADDITIONAL INFORMATION |
Item 11 of the Schedule TO, and the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below.
The sixth paragraph of the section of the Offer to Purchase entitled “Antitrust” in Section 16 of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals” is hereby amended and supplemented by deleting the last three sentences and replacing them in their entirety with the following:
“On April 24, 2013, Valeant and Obagi were informed that the AMC had approved the proposed acquisition of, and the Purchaser’s merger with, Obagi. Upon receipt of this approval, the Regulatory Condition has been satisfied. On April 24, 2013, Valeant issued a press release announcing the receipt of the AMC’s approval. The full text of the press release is attached as Exhibit (a)(5)(G) to the Schedule TO and is incorporated herein by reference.”
| ITEM 12. | EXHIBITS |
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(G) Press Release issued by Valeant Pharmaceuticals International, Inc. on April 24, 2013.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 24, 2013
| ODYSSEUS ACQUISITION CORP. | ||
| By: | /s/ Robert Chai-Onn | |
| Name: | Robert Chai-Onn | |
| Title: | Secretary | |
| VALEANT PHARMACEUTICALS INTERNATIONAL | ||
| By: | /s/ Robert Chai-Onn | |
| Name: | Robert Chai-Onn | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC. | ||
| By: | /s/ Robert Chai-Onn | |
| Name: | Robert Chai-Onn | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
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EXHIBIT INDEX
| (a)(1)(A) |
Offer to Purchase, dated March 26, 2013. * | |
| (a)(1)(B) |
Form of Letter of Transmittal. * | |
| (a)(1)(C) |
Form of Notice of Guaranteed Delivery. * | |
| (a)(1)(D) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | |
| (a)(1)(E) |
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | |
| (a)(1)(F) |
Form of Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form. * | |
| (a)(2) |
Not applicable. | |
| (a)(3) |
Not applicable. | |
| (a)(4) |
Not applicable. | |
| (a)(5)(A) |
Press Release issued by Valeant Pharmaceuticals International, Inc. on March 20, 2013 (incorporated by reference to Exhibit (a)(5)(A) to the Tender Offer Statement on Schedule TO-C filed by Odysseus Acquisition Corp., Valeant Pharmaceuticals International and Valeant Pharmaceuticals International, Inc. with the Securities and Exchange Commission on March 20, 2013). * | |
| (a)(5)(B) |
Form of Summary Advertisement. * | |
| (a)(5)(C) |
Press Release issued by Valeant Pharmaceuticals International, Inc. on April 3, 2013. * | |
| (a)(5)(D) |
Letter to Obagi shareholders from Valeant Pharmaceuticals International, Inc. * | |
| (a)(5)(E) |
Press Release issued by Valeant Pharmaceuticals International, Inc. on April 22, 2013. * | |
| (a)(5)(F) |
Press Release issued by Valeant Pharmaceuticals International, Inc. on April 23, 2013. * | |
| (a)(5)(G) |
Press Release issued by Valeant Pharmaceuticals International, Inc. on April 24, 2013. | |
| (b) |
Not applicable. | |
| (d)(1) |
Agreement and Plan of Merger, dated as of March 19, 2013, by and among Valeant Pharmaceuticals International, Odysseus Acquisition Corp., Valeant Pharmaceuticals International, Inc. and Obagi Medical Products, Inc. (incorporated by reference to Exhibit 2.1 to Obagi Medical Products, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2013). * | |
| (d)(2) |
Amendment to Agreement and Plan of Merger, dated as of April 3, 2013, by and among Valeant Pharmaceuticals International, Odysseus Acquisition Corp., Obagi Medical Products, Inc. and Valeant Pharmaceuticals International, Inc. (incorporated by reference to Exhibit 2.1 to Obagi Medical Products, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2013). * | |
| (g) |
Not applicable. | |
| (h) |
Not applicable. | |
| * | Previously filed |
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