Obagi Medical Products, Inc. (NASDAQ:OMPI), a leader in topical
aesthetic and therapeutic skin health systems, today announced that it
has entered into an agreement with Stonington Capital Appreciation 1994
Fund, L.P. and The Zein and Samar Obagi Family Trust under which the
Company is obligated to purchase an aggregate of $35.0 million worth of
its common stock from these selling stockholders, subject to certain
conditions.
The Company also announced the commencement of an underwritten public
offering of up to 3,554,847 shares of its common stock held by these two
selling stockholders pursuant to the Company's shelf registration
statement filed with the Securities and Exchange Commission on October
26, 2010. The Company will not receive any proceeds from the sale of
shares by the selling stockholders. Upon completion of the proposed
secondary offering and the Company’s repurchase of shares from the
selling stockholders, the Company expects that the selling stockholders
will cease to own any shares of the Company’s common stock.
Under the Company’s agreement with the selling stockholders, the Company
will purchase the shares at the same price that the underwriter
purchases shares in the proposed secondary offering; provided, however,
that if the price to be paid by the Company is greater than $13.00 per
share, it will not purchase any shares from the selling stockholders.
The Company’s purchase from the selling stockholders is also conditioned
on the sale of shares in the proposed secondary offering. The Company
expects the purchase of the shares from the selling stockholders to
close on the third business day following the selling stockholders’ sale
of their shares to the underwriter.
Stifel Nicolaus Weisel is acting as sole underwriter for the secondary
offering.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission ("SEC”) but has not yet
become effective. These securities may not be sold nor may offers to buy
be accepted prior to the time that the registration statement is
declared effective. The registration statement on Form S-1 may be
accessed through the SEC’s website at www.sec.gov.
A prospectus supplement relating to the secondary offering will be filed
with the SEC. The offering may be made only by means of a preliminary
prospectus and copies of the prospectus supplement and the accompanying
base prospectus relating to the offering may be obtained, when
available, by mail from: Stifel Nicolaus Weisel, Equity Syndicate
Department, One Montgomery Street, Suite 3700, San Francisco, California
94104, Attention: General Counsel, or by phone at (415) 364-2500. This
press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Obagi Medical Products, Inc.
Obagi Medical Products is a specialty pharmaceutical company that
develops, markets and sells, and is a leading provider of, proprietary
topical aesthetic and therapeutic prescription-strength skin care
systems in the physician-dispensed market. Using its Penetrating
Therapeutics technologies, Obagi Medical's products are designed to
improve penetration of agents across the skin barrier to treat some of
the most common and visible skin conditions in adults including
premature aging, photodamage, hyperpigmentation (irregular or patchy
discoloration of the skin), acne, sun damage, rosacea, and soft tissue
deficits, such as fine lines and wrinkles. The history of Obagi
Medical's skin care product introductions is as follows: Obagi Nu-Derm®,
1988; Obagi-C® Rx (the first prescription-strength vitamin C and
hydroquinone system), 2004; Obagi® Professional-C (a line of highly
stable vitamin C serums), 2005; Obagi Condition & Enhance® for use with
cosmetic procedures to enhance patient outcomes and satisfaction, 2006;
Obagi ELASTIderm® eye treatment and Obagi CLENZIderm M.D. acne
therapeutic systems®, 2007; Obagi ELASTIderm® Décolletage System, 2008;
the Obagi Rosaclear® System for rosacea, 2009; Refissa™ Tretinoin
Emollient Cream, 0.05%, 2009 and ELASTILash™ in 2010. Visit www.obagi.com
for more information.
Forward-Looking Statements
There are forward-looking statements contained in this press release
that can be identified by the use of forward-looking terminology such as
the words "believes," "expects," "may," "will," "should," "potential,"
"anticipates," "plans," or "intends" and similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, events or
developments to be materially different from the future results, events
or developments indicated in such forward-looking statements. Such
factors include, but are not limited to the current condition of, and
potential further deterioration in, the global economy, and whether we
effect the repurchase of any shares. A more detailed discussion of some
of these and other factors that could affect results is contained in our
filings with the U.S. Securities and Exchange Commission. These factors
should be considered carefully and readers are cautioned not to place
undue reliance on such forward-looking statements. The future results
covered by the forward-looking statements may not be achieved. The
forward-looking statements in this release speak only as of the date
they are made and, except as required by law, Obagi Medical Products
does not intend to update this information.
Obagi and the Obagi logo are registered trademarks of Obagi Medical
Products and/or its affiliates in the United States, EU and certain
other countries.
