Medicis and Solta Enter into Stock Purchase Agreement

Solta agrees to purchase all outstanding Medicis shares.

Medicis Pharmaceutical Corporation and Solta Medical Inc. have struck up a stock purchase agreement that has Solta acquiring all outstanding Medicis Technologies Corporation shares. Medicis Technology is a subsidiary of Medicis Pharmaceutical, and formerly was LipoSonix Inc.

“We believe Solta, with its specialization in capital equipment among other things, is well-suited to commercialize the novel LipoSonix technologies worldwide,” said Jonah Shacknai, chairman and CEO of Medicis. “We look forward to Solta’s commercial success, as we remain focused on our core heritage of medical dermatology and facial aesthetics.”

The deal has the potential to reach $35 million; Solta will initially pay $15 million to Medicis, and up to $20 million additionally if all milestones, such as the achievement of specified annual increases in the worldwide commercial performance of the LipoSonix technologies, are met. Solta’s obligation to make these additional future contingent payments expires after approximately seven years.

Solta also plans to integrate Medicus’s Bothell, Wash., facility into its existing worldwide operations.

“The addition of LipoSonix to the Solta Medical family illustrates our strategy to broaden our portfolio of superior aesthetics solutions,” said Stephen J. Fanning, chairman, president and CEO of Solta. “Our goal is to extend the cross-selling success that we have enjoyed with the Thermage and Fraxel brands to the second generation LipoSonix brand.”

According to Fanning, Solta expects the transaction to be accretive within 12 months of its completion, which most likely will occur during the fourth quarter of 2011.

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