Shiseido tender offer for Bare Escentuals goes ahead

Withdrawal rights for the merger deal expired at midnight on March 8, New York time, which meant that just over 80 million shares in Bare Escentuals were transferred over through Shisiedo’s wholly-owned subsidiary, Blush Acquisition Corporation.

The shares, which amount to 86.9 percent of the outstanding common stock, were valued at $18.20 each, putting the deal at $1.7bn.

Offering period extended​

Shiseido also announced that it is providing an offering period for all remaining shares in Bare Escentuals common stock that will expire on March 11, at midnight, New York time, which are also valued at $18.20 each.

This offering period aims to push the percentage of common stock shares that Shiseido will own in Bare Escentuals beyond 90 percent, which in turn is expected to trigger a short-term merger under Delaware law, where Blush Acquisitions is registered.

“We are well positioned to use our strengthened platform to drive further global growth and are excited to take Bare Escentuals on our journey to become a global player representing Asia with its origins in Japan,”​ said Shinzo Maeda, Shiseido CEO.

Voting rights and SEC approval​

Shiseido said it had made an all-cash tender offer and second-step merger. The first step of the merger gives Shiseido voting rights in the company, while the second step means the deal has been approved by the SEC to legitimize it.

Once finalized, the deal will mean that Bare Escentuals will be able to tap into Shiseido’s established distribution worldwide, which is likely to lead to significant market growth in the course of the next few years.

Founded in 1994, in the period from 2001 the mineral make-up provider blossomed from an annual turnover of $30m to a current figure that is now in excess of $600m - growth that has been achieved on the back of huge interest in natural-based cosmetic products.