SCOTTSDALE, Ariz. and
MIAMI, Dec.
22, 2010 /PRNewswire-FirstCall/ -- 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 Company's 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 Company's 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been validly tendered and not withdrawn prior to the expiration of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, 2011, 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,
2011. The Company's financial advisor, Sawaya Segalas & Co., LLC, is assisting the
Company's 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 Company's 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 Company's 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.
SOURCE Matrixx Initiatives, Inc.