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BioForm Medical, Inc. Board Under Shareholder Investigation

If you are currently an investor in shares of BioForm Medical, Inc. (Public, NASDAQ:BFRM), and purchased the shares before January 04, 2010, you have certain options and you should contact the Shareholders Foundation Inc.

You may contact us by using this form, or by sending an email to mail@shareholdersfoundation.com, or calling us at (858) 779-1554.

Company Name(s): 
BioForm Medical
Affected Securities: 
NASDAQ: BFRM

An investigation on behalf of current investors BioForm Medical, Inc. (Public, NASDAQ:BFRM), who purchased BFRM shares before January 04, 2010, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of BioForm Medical, Inc. arising out of their attempt to sell BioForm Medical, Inc. (NASDAQ:BFRM) to the Merz Pharma Group.

On January 04, 2010 BioForm Medical, Inc. (Nasdaq:BFRM) announced that the Board of Directors of BioForm Medical and the Merz Pharma Group Shareholders Council have unanimously approved a definitive agreement under which Merz Pharma Group will acquire all of the outstanding shares of BioForm Medical for US$5.45 per share in cash pursuant to a cash tender offer followed by a second-step merger. The transaction has a total equity value of approximately US$253 million based on BioForm Medical's outstanding shares of common stock.

According to BioForm Medical the US$5.45 per share cash purchase price represents a premium of 55% over BioForm Medical's 30-day average closing stock price, and a premium of 60% over the closing price of BioForm Medical's common stock on December 31, 2009, the last trading day prior to today's announcement.

But according to an investigation by a law firm “the transaction appears to be unfair” to current investors of BioForm Medical, Inc. (Public, NASDAQ:BFRM) because the “offer to purchase BioForm Medical, Inc. (BFRM) appears opportunistically timed to take advantage of the current economic downturn” and is “grossly unfair, inadequate, and substantially below the fair or inherent value of BFRM”. The investigation “concerns whether the BioForm Medical Board of Directors breach their fiduciary duties to BioForm Medical, Inc. (BFRM) shareholders by agreeing to sell BioForm Medical at an unfair price thereby harming BioForm Medical, Inc. and its shareholders”, “whether the directors of BioForm Medical, Inc. may have breached their fiduciary duties by not acting in BioForm Medical shareholders' best interests”, and “the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Merz Pharma Group may be underpaying for BioForm Medical, Inc. thus unlawfully harming BFRM shareholders”.

BioForm Medical, Inc, located in San Mateo, California, is a medical aesthetics company focused on developing and commercializing products that are used by physicians to enhance a patient’s appearance. The Company’s product is RADIESSE, an injectable dermal filler designed to provide aesthetic improvement for patients. BioForm Medical, Inc. reported on June 30, 2008 for the past 12 months Total Revenue of $67.48million and on June 30, 2009 for the past 12 months Total Revenue of $66.52million. Shares of BioForm Medical, Inc. (BFRM) traded at $5.59 per share after the announcement and at $3.45 per share before the news.

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