Valeant Pharmaceuticals has entered into a definitive agreement to acquire all of the outstanding common stock of Solta Medical, a developer and marketer of aesthetic technologies—including Fraxel, Thermage and Liposonix—for $2.92 per share in cash. The transaction is expected to close in the first quarter of 2014.
"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," said 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."
Under the terms of the agreement, Valeant will commence a tender offer for all outstanding shares of Solta, priced at $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.