SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 8)
OBAGI MEDICAL PRODUCTS, INC.
(Name of Subject Company)
OBAGI MEDICAL PRODUCTS, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
67423R108
(CUSIP Number of Class of Securities)
Laura B. Hunter
Vice President, General Counsel
and Secretary
3760 Kilroy Airport Way, Suite 500
Long Beach, CA 90806
(562) 628-1007
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Wesley C. Fredericks Kevin T. Collins
Jason M. Casella
Jenner & Block LLP
919 Third Avenue
New York, NY 10022-3908
(212) 891-1600
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 8 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Obagi Medical Products, Inc., a Delaware corporation (the “Company”), initially filed on March 26, 2013, and amended on April 2, 2013, April 3, 2013, April 4, 2013, April 5, 2013, April 12, 2013, April 22, 2013, and April 23, 2013 (as amended, the “Initial Schedule 14D-9”). The Initial Schedule 14D-9 and this Amendment relate to the cash tender offer by Odysseus Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Valeant Pharmaceuticals International, a Delaware corporation and a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Valeant”), disclosed in a Tender Offer Statement on Schedule TO, filed on March 26, 2013, as amended on April 4, 2013, April 5, 2013, and April 12, 2013 (the “Schedule TO”), to purchase all outstanding Shares of the Company for $24.00 per Share, net to the seller in cash, without interest (less any applicable withholding tax) , upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 26, 2013, as amended (the “Offer to Purchase”) and the related Letter of Transmittal, which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) thereto (which, as amended or supplemented from time to time, together constitute the “Offer”).
Except as otherwise set forth below, the information set forth in the Initial Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Initial Schedule 14D-9.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding to the end of the section captioned “Regulatory Approvals—Ukraine” the following paragraph:
On April 24, 2013, Valeant and the Company were informed that the AMC had approved the Offer and the Merger. Upon receipt of this approval, the Regulatory Condition (as defined in the Offer to Purchase) to the Offer has been satisfied. On April 24, 2013, Valeant issued a press release announcing the receipt of the AMC’s approval.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| OBAGI MEDICAL PRODUCTS, INC. | ||
| By: | /s/ Albert F. Hummel | |
Name: Albert F. Hummel Title:President & Chief Executive Officer | ||
Dated: April 24, 2013
