Shareholders Foundation Announces Investor Lawsuit Against Bare Escentuals, Inc. Board

A lawsuit has been filed in California State Court on behalf of current investors in Bare Escentuals, Inc. (Nasdaq:BARE - News), who purchased their BARE shares before January 15, 2010, against Bare Escentuals, Inc, its board of directors, and Blush Acquisition Corp, a wholly owned subsidiary of Shiseido Co. Ltd. over alleged breach of their fiduciary duties.

On January 15, 2010, Bare Escentuals, Inc. (Nasdaq:BARE - News) and Shiseido Co., Ltd. announced that they have entered into a definitive agreement pursuant to which Shiseido Co., Ltd. will acquire Bare Escentuals for approximately US$1.7 billion through an all-cash tender offer and second-step merger. Shiseido, through the U.S. subsidiary Blush Acquisition Corp., will make an offer to purchase all outstanding shares of Bare Escentuals common stock for US$18.20 per share. According to Bare Escentuals the transaction was approved by the Boards of Directors of both companies by unanimous vote of those directors present and voting and the tender offer price represents a 40.8% premium to Bare Escentuals' average closing stock price over the last three-month period ended January 13, 2010, and a 39.9% premium over the closing price of Bare Escentuals' common stock on January 13, 2010.

Shares of Bare Escentuals, Inc. (BARE) traded after the announcement at $18.12 per share, but were down from $20.62 per share in June '08, $25.38 per share in February '08, and over $41 per share in 2007.

According to the complaint the plaintiff alleges that the transaction substantially undervalues Bare Escentuals shares and that the merger agreement, through preventing Bare Escentuals from negotiating with other bidders due to a "non solicitation" clause and a $43 million termination fee, unfairly protects the merger from other companies' potential interest in pursuing a merger or acquisition.