3//SEC Filing
BIOFORM MEDICAL INC 3
Accession 0001181431-10-010729
CIK 0001282393operating
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 7:48 PM ET
Size
10.6 KB
Accession
0001181431-10-010729
Insider Transaction Report
Form 3
Merz GmbH & Co. KGaA
10% Owner
Holdings
- 47,456,721(indirect: Beneficially owned through an indirect, wholly-owned subsidiary)
COMMON STOCK
Vine Acquisition Corp.
10% Owner
Holdings
- 47,456,721(indirect: Beneficially owned through an indirect, wholly-owned subsidiary)
COMMON STOCK
Merz Holding GmbH & Co. KG
10% Owner
Holdings
- 47,456,721(indirect: Beneficially owned through an indirect, wholly-owned subsidiary)
COMMON STOCK
Footnotes (3)
- [F1]In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 31, 2009, by and among Merz GmbH & Co. KGaA, a limited partnership by shares formed under the laws of the Federal Republic of Germany ("Merz"), Vine Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Merz ("Acquisition Sub"), and BioForm Medical, Inc., a Delaware corporation ("BioForm Medical"), on January 15, 2010, Acquisition Sub commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, $0.01 par value per share, of BioForm Medical (the "Shares") at a price of $5.45 per Share, without interest thereon and less any required withholding tax.
- [F2]The Offer expired at 12:00 midnight, New York City Time, on February 12, 2010. On February 16, 2010, Acquisition Sub commenced a subsequent offering period. The subsequent offering period expired at 12:00 midnight, New York City Time, on February 18, 2010. Based on final information from the depositary for the tender offer, a total of 45,400,232 Shares were validly tendered and not properly withdrawn immediately prior to the expiration of the subsequent offering period, representing approximately 95.7% of BioForm Medical's shares of outstanding common stock. Acquisition Sub has accepted for payment all Shares that were validly tendered during the initial offering period and the subsequent offering period, and payment for such Shares has been or will be made promptly, in accordance with the terms of the tender offer.
- [F3]Pursuant to the terms of the Merger Agreement, on February 19, 2010, Merz caused Acquisition Sub to merge with and into BioForm Medical (the "Merger") in accordance with the "short-form" merger provisions of Delaware law. In the Merger each Share of BioForm Medical (other than shares held by BioForm Medical as treasury shares or owned by Merz, Acquisition Sub or any wholly owned subsidiary of Merz or BioForm Medical or owned by stockholders of BioForm Medical who properly exercise appraisal rights under Delaware law) was automatically converted into the right to receive $5.45 in cash, without interest thereon and less any required withholding tax. As a result of the Merger, Merz Holding GmbH & Co. KG, Merz and Acquisition Sub acquired beneficial ownership of 47,456,721 Shares, representing 100% of the Shares.
Documents
Issuer
BIOFORM MEDICAL INC
CIK 0001282393
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001282393
Filing Metadata
- Form type
- 3
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 7:48 PM ET
- Size
- 10.6 KB