Tripp Levy PLLC announces an investigation into the proposed acquisition of Bare Escentuals, Inc. (NASDAQ: BARE). On January 15, 2010, Shiseido Co., Ltd. and BARE today announced that they have entered into a definitive agreement pursuant to which Shiseido will acquire Bare Escentuals for approximately US$1.7 billion through an all-cash tender offer. Shiseido will make an offer to purchase all outstanding shares of Bare Escentuals common stock for US$18.20 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Bare Escentuals common stock and the continued employment of Leslie Blodgett, the Chief Executive Officer of Bare Escentuals, and various other conditions.
Leslie Blodgett has agreed to exchange 40% of her existing common stock ownership in Bare Escentuals for a continuing interest in Bare Escentuals following completion of the tender offer. In connection with and as a condition to the offer, Berkshire Partners LLC and certain of its affiliated entities, which collectively hold approximately 16% of Bare Escentuals' outstanding common stock, have agreed to tender their shares into the offer. In addition, in connection with and as a condition to the tender offer, Leslie Blodgett has entered into an amended license agreement with Bare Escentuals, and Leslie Blodgett and the Chief Financial Officer and Chief Operating Officer of Bare Escentuals, Myles McCormick, have each entered into new employment agreements with Bare Escentuals, all of which will take effect upon the closing of the tender offer.
The investigation concerns whether the consideration to be paid to BARE shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of BARE. The investigation further concerns whether members of BARE may have breached their fiduciary duties by not acting in BARE shareholders' best interests in connection with the sale process of BARE.
If you are a current holder of BARE and would like additional information concerning this proposed transaction, including your rights, please contact:
Contacts:
Tripp Levy PLLC
Tripp Levy, 1-877-772-3975
contact@tripplevy.com
