Valeant Pharmaceuticals International, Inc., a multinational specialty pharmaceutical company, has completed acquisition of Solta Medical, Inc. at a price of $2.92 per share in cash, or approximately $250 million in the aggregate.
On January 23, 2014, Valeant announced that it had successfully completed the tender offer for all outstanding shares of common stock of Solta. Valeant announced that it had accepted for payment all shares validly tendered and not properly withdrawn as of the expiration time of the tender offer and would promptly pay for such shares, which represented approximately 89 per cent of Solta's outstanding shares (including 3,310,396 shares that had been tendered by notice of guaranteed delivery, representing approximately four per cent of Solta's outstanding shares).
Pursuant to the terms of the merger agreement, the wholly-owned subsidiary of VPI merged with and into Solta on January 23, 2014. All outstanding shares of common stock of Solta, other than shares owned, directly or indirectly, by Valeant or VPI or any direct or indirect wholly owned subsidiary of Valeant or VPI immediately prior to the effective time of the merger or held by Solta (other than on behalf of third parties) or any direct or indirect wholly owned subsidiary of Solta immediately prior to the effective time of the merger, all of which was cancelled and ceased to exist and shares that were held by stockholders of Solta who properly exercised their appraisal rights under Delaware law, were canceled and converted into the right to receive cash equal to the $2.92 price per share, without interest (less any applicable withholding taxes).
As a result of the completion of the merger, Solta has become a wholly-owned subsidiary of VPI and the common stock of Solta will no longer be listed for trading on the NASDAQ Global Select Market, which change is expected to take effect as of the close of market on January 23, 2014.
Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Valeant. Piper Jaffray & Co. acted as financial advisor to Solta. Fenwick & West LLP acted as legal advisors to Solta.
Valeant Pharmaceuticals International, Inc. is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, eye health, neurology, and branded generics.