April 25, 2013

On April 25, a Jenner & Block team representing Obagi Medical Products closed a $441 million cash tender offer for Obagi by Montreal-based Valeant Pharmaceuticals International, Inc.  Obagi is a California-based specialty pharmaceutical company that develops, markets and is a leading provider of proprietary topical aesthetic and therapeutic prescription-strength skin care systems in the physician-dispensed market.

The complex transaction, which was completed in the unusually short time of six weeks from the initial Valeant offer to closing, included a widely publicized topping bid by Merz Pharma of Germany that the firm was able to leverage into a significantly higher purchase price from Valeant.  According to Bloomberg, the per share premium to stockholders was the largest in a pharmaceutical transaction in at least the past four years. 

As a result of the merger, Obagi will become a wholly owned subsidiary of VPI and will continue to operate in Long Beach.

A large multidisciplinary and cross-office team was led by Partner Wesley C. Fredericks, chair of the firm’s New York Corporate Practice, and included Partners Jason M. Casella, Kevin T. Collins, Adam Petravicius, William L. Tolbert, Jr. and Elaine Wolff; Associates Ian N. Bushner, Anne M. Choike, Christopher J. Fisher, Jeffery D. Larson, Tamara T. McClatchey, Chad T. Nicholson, Michael Peng, Marc A. Roualet, and Benjamin J. Sauer; and Senior Paralegal Michael L. Whitchurch on the corporate side.    

Additional support and assistance was provided by Partners Brent Caslin, Larry P. Ellsworth, S. Tony Ling, Steven R. Meier and Howard S. Suskin and Associates Alexandra E. Dowling, Donald E. Goff, Jr. and Christopher S. Lindsay.

Others involved in earlier aspects of the matter included Partners John F. Kinney and Steven M. Siros and Of Counsel Vito M. Pacione.