Valeant Pharmaceuticals International, Inc. announced it has entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Solta Medical, Inc. for $2.92 per share in cash, which represents a 40% premium to Solta's closing share price on December 13, 2013, the last trading day prior to the announcement, or a transaction value of approximately $250 million. The transaction is expected to close in the first quarter of 2014, and Valeant expects the transaction, once completed, to be immediately accretive to Valeant's cash earnings per share.
Solta designs, develops, manufactures and markets energy-based medical device systems for aesthetic applications. Solta's products include the Thermage CPT system, which provides noninvasive treatment options using radiofrequency energy for skin tightening; the Fraxel repair system for use in dermatological procedures requiring ablation, coagulation and resurfacing of soft tissue; the Clear + Brilliant system, used to improve skin texture and help prevent the signs of aging skin; and the Liposonix system that destroys unwanted fat cells resulting in waist circumference reduction. Solta had total revenue of approximately $145 million in 2012.
"The acquisition of Solta will bring tremendous value to Valeant's current aesthetic portfolio and, together with our previous acquisitions, will create the broadest aesthetic portfolio in the industry," stated J. Michael Pearson, chairman and CEO of Valeant. "Solta's leading aesthetic devices are a natural fit with Valeant's facial injectables, professional skin care products and physician dispensed products and will establish Valeant in a strong leadership position as we continue to build our presence in the aesthetic market. Moreover, this transaction will further enhance our ability to offer dermatologists and plastic surgeons the most comprehensive aesthetic product offering."
"Our board of directors has determined that this all cash offer is in the best interest of our stockholders. We further believe the acquisition by Valeant provides the best opportunity for Solta Medical brands and our employees to achieve their full potential while generating a significant, near term return for our stockholders," stated Mark Sieczkarek, chairman of the board andiInterim CEO of Solta Medical. "Valeant has a proven track record of successfully integrating a number of major acquisitions into their portfolio and has established a significant presence in the aesthetics market. The addition of Solta's industry leading brands and global sales organization creates a very compelling platform for future growth in the medical aesthetic segment. Our entire team looks forward to executing a smooth transition of our operations into the Valeant organization."
Under the terms of the agreement, Valeant will commence a tender offer for all outstanding shares of Solta at a price of $2.92 per share in cash. The tender offer will be conditioned on the tender of a majority of Solta's shares calculated on a diluted basis, as well as the receipt of regulatory approval and other customary closing conditions. Following the completion of the tender offer, a wholly owned subsidiary of Valeant will merge with Solta and the outstanding Solta shares not tendered in the tender offer will be converted into the right to receive the same $2.92 per share in cash paid in the tender offer. Solta's Board has unanimously approved the transaction.