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8-K - FORM 8-K - MATRIXX INITIATIVES INC | g25603e8vk.htm |
Exhibit 99.1
Press Release
For Immediate Release: 12/22/2010
Affiliates
of H.I.G. Capital Launch $8.00 Per Share Cash Tender Offer for All
Outstanding Shares of Matrixx Initiatives, Inc.
SCOTTSDALE, AZ and MIAMI, FL, December 22, 2010 Matrixx Initiatives, Inc. (Nasdaq: MTXX)
(Matrixx or the Company) and H.I.G. Capital, LLC, a leading global private investment firm,
today announced that Wonder Holdings, Inc. and Wonder Holdings Acquisition Corp., both affiliates
of H.I.G. Capital, LLC formed for the purpose of acquiring Matrixx, have commenced a tender offer to
acquire all of the outstanding shares of the Companys common stock for $8.00 per share in cash in
accordance with the previously announced Agreement and Plan of Merger, dated as of December 14,
2010, entered into by Wonder Holdings Acquisition, Wonder Holdings and Matrixx. The aggregate value
of the proposed transaction is approximately $75.2 million.
Upon the successful closing of the tender offer, shareholders of Matrixx will receive $8.00 in cash
for each share of the common stock of the Company tendered in the offer, without interest and less
any applicable withholding taxes. Following completion of the tender offer, pursuant to the terms
of the merger agreement Wonder Holdings will complete a second-step merger in which any remaining
common shares of Matrixx will be converted into the right to receive the same per share price paid
in the offer.
Today, Wonder Holdings Acquisition and Wonder Holdings are filing with the Securities and Exchange
Commission (SEC) a tender offer statement on Schedule TO, including an offer to purchase and
related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally,
Matrixx is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9
setting forth in detail, among other things, the recommendation of the Companys board of directors
that the stockholders of Matrixx tender their shares into the tender offer.
Completion of the transaction is subject to customary conditions, including, but not limited to,
(i) a majority of the outstanding Shares (determined on a fully-diluted basis) having been validly
tendered and not withdrawn prior to the expiration of the Offer and (ii) the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, but it is not subject to any financing condition.
The tender offer and withdrawal rights are scheduled to expire at 11:59 p.m., New York City time,
on Monday, January 24, 2010, unless extended or earlier terminated.
Under the terms of the merger agreement, Matrixx may solicit acquisition proposals from third
parties until 11:59 p.m., New York City time, on Saturday, January 22, 2010. The Companys
financial advisor, Sawaya Segalas & Co., LLC, is assisting the Companys board of directors in
connection with the solicitation. It is not anticipated that any developments will be disclosed
with regard to this process unless the Companys board of directors makes a decision with respect
to a potential superior proposal. There are no guarantees that this process will result in a
superior proposal.
About Matrixx Initiatives, Inc.
Matrixx Initiatives, Inc. is an over-the-counter healthcare company that develops and markets
Zicam® products. Zicam, LLC, its wholly-owned subsidiary, markets and sells Zicam® products in the
cough and cold category. The Company markets Zicam brand pharmaceuticals, including Zicam Cold
Remedy in multiple oral delivery forms; Zicam Allergy and Congestion Relief products; as well as
Zicam Cough and Zicam Multi-Symptom
relief items. For more information regarding Matrixx products,
go to www.Zicam.com. To find out more about Matrixx Initiatives, Inc. (Nasdaq: MTXX), visit our
website at www.matrixxinc.com. For additional information, contact William Hemelt, President and
Chief Executive Officer, at 602-385-8888, or Bill Barba, Vice
President of Finance & Accounting, at
602-385-8881. Matrixx is located at 8515 E. Anderson Dr., Scottsdale, Arizona 85255.
About
H.I.G. Capital
H.I.G. Capital is a leading global private equity investment firm with more than $8.5 billion of
equity capital under management. Based in Miami, and with offices in San Francisco, Atlanta,
Boston, and New York in the U.S., as well as affiliate offices in London, Hamburg and Paris in
Europe, H.I.G. specializes in providing capital to small and medium-sized companies with attractive
growth potential. H.I.G. invests in management-led buyouts and recapitalizations of profitable and
well-managed service or manufacturing businesses. H.I.G. also has extensive experience with
financial restructurings and operational turnarounds. Since its founding in 1993, H.I.G. has
invested in and managed more than 200 companies worldwide. For more information, please refer to
the H.I.G. website at www.higcapital.com.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of
the Companys common stock. INVESTORS AND STOCKHOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. The tender offer statement on
Schedule TO is being filed by Wonder
Holdings Acquisition Corp. and Wonder Holdings Inc. with the SEC, and the
solicitation/recommendation statement on Schedule 14D-9 is being
filed by Matrixx Initiatives, Inc. with
the SEC. The offer to purchase, forms of letter of transmittal and related documents and the
solicitation/recommendation statement on Schedule 14D-9 will be mailed to the Company stockholders.
Investors and stockholders may also obtain a free copy of these statements and other documents
filed by Wonder Holdings Acquisition and Wonder Holdings or the
Company with the SEC at the website
maintained by the SEC at www.sec.gov. The tender offer statement and related materials,
solicitation/recommendation statement, and such other documents may be obtained for free by
directing such requests to D. F. King & Co., Inc., the information agent for the tender offer, at
(212) 269-5550 for banks and brokers or (800) 347-4750 for shareholders and all others.
Forward Looking Statements
This press release may contain forward-looking statements. The words may, could, should,
would, believe, anticipate, estimate, expect, intend, plan, target, goal, and
similar expressions are intended to identify forward-looking statements. All forward-looking
statements are subject to certain risks and uncertainties and are subject to change based on
various factors, many of which are beyond our control. These risks and uncertainties include, but
are not limited to, uncertainties as to how many of the Company stockholders will tender their
stock in the offer; the possibility that competing offers will be made; and the possibility that
various closing conditions for the transaction may not be satisfied or waived and risks and
uncertainties relating to these matters that are discussed in documents filed with the SEC by
the Company as well as the tender offer documents that are being filed by Wonder Holdings Acquisition and Wonder
Holdings and the solicitation/recommendation statement that is being filed by the Company. Neither H.I.G.
nor the Company undertakes any obligation to update any forward-looking statements as a result of
new information, future developments or otherwise, except as expressly required by law.