SC TO-T/A 1 ss86616_sctota.htm AMENDMENT NO. 10 TO SCHEDULE TO-T
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 10)
 
______________
BARE ESCENTUALS, INC.
(Name of Subject Company)
______________
BLUSH ACQUISITION CORPORATION
SHISEIDO COMPANY, LIMITED
(Names of Filing Persons (Purchasers)
 
Common Stock, Par Value $.001 Per Share
 
(Title of Class of Securities)
 
067511105
 
(CUSIP Number of Class of Securities)
______________
Takeshi Nakatsu
General Manager, Business Development Department
Shiseido Company, Limited
1-6-2, Higashi-shimbashi, Minato-ku, Tokyo 105-8310, Japan
Tel: +81-3-6218-6657
Fax: +81-3-6218-6662
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
______________
Copy to:
Peter Lyons
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1-212-848-4000
Kenneth Lebrun
Shearman & Sterling LLP
2-2-2 Uchisaiwaicho, 5F
Chiyoda –ku, Tokyo, 100-0011
+81-3-5251-1601

CALCULATION OF FILING FEE
Transaction Valuation*
Amount of Filing Fee**
$1,763,985,969
$ 125,773
*
Estimated for purposes of calculating the amount of the filing fee only.  Calculated by multiplying $18.20, the per share tender offer price, by 96,922,306 the sum of the 92,048,851 currently outstanding shares of Common Stock sought in the Offer and the 4,873,455 shares of Common Stock subject to all outstanding options.
**
Calculated by multiplying the transaction valuation by 0.00007130.
R
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:  $ 125,773
Filing Party:  Blush Acquisition Corporation
Form or Registration No.: Schedule TO
Date Filed:     January 25, 2010
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes to designate any transactions to which the statement relates:
R
third-party tender offer subject to Rule 14d-1.
£
issuer tender offer subject to Rule 13e-4.
£
going-private transaction subject to Rule 13e-3.
£
amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: R
 
 
This Amendment No. 10 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on January 25, 2010 and previously amended by Blush Acquisition Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Shiseido Company, Limited, a corporation organized under the laws of Japan (“Shiseido”).  The Schedule TO relates to the offer by Purchaser (the “Offer”) to purchase all outstanding shares of Common Stock, par value $.001 per share (the “Shares”), of Bare Escentuals, Inc., a Delaware corporation (the “Company”), at a purchase price of $18.20 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 25, 2010 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”).
 
The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal is incorporated herein by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.  Capitalized terms used and not defined herein shall have the meanings set forth in the Offer to Purchase.
 
Documentation relating to the Offer has been mailed to Bare Escentuals’ stockholders and may be obtained free of charge at the SEC’s website at www.sec.gov, and may also be obtained at no charge by directing a request by mail to the information agent for the Offer, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, NY 10022, or by calling toll-free at (877) 750-9499 or collect at (212) 750-5833 for banks and brokers.
 

 
Item 11. 
Additional Information.
 
Item 11 of the Schedule TO is amended and supplemented by adding the following:
 
“The subsequent offering period expired at 12:00 midnight, New York City time, on Thursday, March 11, 2010. The depositary for the tender offer has advised Shiseido that, as of the expiration of the subsequent offering period, approximately 79,703,784 shares were validly tendered (including shares tendered during the subsequent offering period), representing approximately 86.58% of all outstanding shares of the Company.  All shares that were validly tendered and not properly withdrawn in the initial offering period have been accepted and payment for the shares has been or will be made, at the offer price of $18.20 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
 
Following the expiration of the subsequent offering period and the indirect acquisition of 4,710,963 shares by Purchaser on March 12, 2010 through certain transactions with Leslie Blodgett, the Company’s Executive Chair, and an affiliated trust, Shiseido intends to complete the acquisition of the Company through a “short-form” merger under Delaware law. As a result of the merger, any shares of the Company not tendered (except for shares held in the treasury of the Company or owned by Shiseido or Purchaser or any direct or indirect subsidiary of Shiseido, Purchaser or the Company or shares for which appraisal rights are properly demanded) will automatically be cancelled and converted into the right to receive the same
 
 
$18.20 in cash per share, without interest and less any applicable withholding taxes, that was paid in the tender offer.  Following the merger, the Company will continue as the surviving corporation and will be an indirect subsidiary of Shiseido. In addition, the Company’s common stock will cease to be traded on the NASDAQ Global Select Market and the Company will no longer have reporting obligations under the Securities Exchange Act of 1934.”
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
Dated:  March 12, 2010
 
  BLUSH ACQUISITION CORPORATION  
         
 
By:
   /s/ Joseph S. Kendy, Jr.  
    Name: Joseph S. Kendy, Jr.  
    Title: Secretary  
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
Dated:  March 12, 2010
 
 
SHISEIDO COMPANY, LIMITED
  
         
 
By:
   /s/  Carsten Fischer  
    Name  Carsten Fischer  
    Title  Chief Officer  
      International Business Division  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
EXHIBIT INDEX
 
Exhibit Number
 
Description
 
(a)(1)*
Offer to Purchase dated January 25, 2010.
 
(a)(2)*
Form of Letter of Transmittal.
 
(a)(3)*
Form of Notice of Guaranteed Delivery.
 
(a)(4)*
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
 
(a)(5)*
Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.
 
(a)(6)*
Summary Advertisement as published in The Wall Street Journal on January 25, 2010.
 
(a)(7)*
Joint Press Release issued by Shiseido and the Company on January 25, 2010.
 
(a)(8) *
Press Release issued by Shiseido on March 9, 2010.
 
(b)(1)*
Letter of Commitment for Senior Credit Facility between Mizuho Bank, Limited and Shiseido, dated January 13, 2010.
 
(b)(2)*
Summary of Financing Terms between Mizuho Bank, Limited and Shiseido.
 
(c)
Not applicable.
 
(d)(1)
Agreement and Plan of Merger, dated as of January 14, 2010, among Shiseido, Purchaser and the Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on January 15, 2010).
 
(d)(2)
Stockholders Support Agreement, dated as of January 14, 2010, among Shiseido, Purchaser, Berkshire Partners LLC, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC (incorporated by reference to Exhibit 2.2 of the Schedule 13D filed by Berkshire Partners LLC and each other Berkshire entity that is a party to the Stockholders Support Agreement).
 
(d)(3)*
Contribution Agreement, dated as of January 14, 2010, between Shiseido and Leslie Blodgett on behalf of herself and as trustee of the Blodgett Family Trust dated June 4, 2004.
 
(d)(4)*
Confidentiality Agreement, dated as of September 17, 2009, between Shiseido and the Company.
 
(d)(5)
Amended and Restated Name and Likeness Agreement, dated as of January 14, 2010, between the Company and Leslie Blodgett (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on January 20, 2010).
 
 
(d)(6)
Employment Agreement, dated as of January 14, 2010, between the Company and Leslie Blodgett (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company with the SEC on January 20, 2010).
 
(d)(7)
Employment Agreement, dated as of January 14, 2010, between the Company and Myles McCormick (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Company with the SEC on January 20, 2010).
 
(e)
Not applicable.
 
(f)
Not applicable.
 
(g)
Not applicable.
 
(h)
Not applicable.
 
 
*  Previously filed.