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Published on 8/21/2008 in the Prospect News Special Situations Daily.

Thermage to consider third-party proposal; Reliant deal still on the table

By Lisa Kerner

Charlotte, N.C., Aug. 21 - Thermage, Inc. said its board of directors will consider a revised unsolicited, non-binding proposal from a third party to acquire the company for $5.50 per share in a cash and stock deal.

The proposal is for an alternative transaction to Thermage's pending merger with Reliant Technologies, Inc., a Thermage news release noted.

Thermage's merger agreement with Reliant prohibits it from entering into discussions with a third party concerning an alternative transaction unless the Thermage board determines the acquisition proposal constitutes or is reasonably likely to lead to a superior proposal.

In July Thermage announced a definitive agreement to acquire privately held Reliant in a stock and cash transaction valued at approximately $95 million.

Under the agreement, Reliant shareholders will receive a total of approximately $25 million in cash and 23.6 million shares of Thermage common stock, it was previously reported.

Thermage said it will also assume up to $7 million of net debt and provide $5 million in bridge financing to Reliant.

Both companies' boards of directors, along with Reliant stockholders, approved the proposed merger, which is slated to close during the fourth quarter of 2008.

Hayward, Calif.-based Thermage provides a non-invasive procedure to tighten and contour skin.

Reliant develops clinical solutions to repair and restore aging and damaged skin. The company is based in Mountain View, Calif.


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