SCOTTSDALE, Ariz., Jan. 21, 2011 /PRNewswire/ -- Matrixx
Initiatives, Inc. (Nasdaq: MTXX) ("Matrixx" or the "Company"), an
over-the-counter healthcare company that develops and markets
Zicam® products, today provided a summary of the ongoing "go-shop"
process contemplated by the Agreement and Plan of Merger, dated as
of December 14, 2010, by and among
Matrixx, Wonder Holdings, Inc. ("Wonder") and Wonder Holdings
Acquisition Corp. (the "Merger Agreement"). Pursuant to the
Merger Agreement, Wonder commenced a tender offer to purchase for
cash all of the outstanding shares of Matrixx common stock at a
price of $8.00 per share. The
tender offer will expire at 5:00
p.m., New York City time,
on Monday, January 31, 2011, unless
extended in accordance with the terms of the Merger Agreement and
applicable law.
Pursuant to the Merger Agreement, the go-shop period is
scheduled to run through 11:59 p.m.,
New York City time, on
January 22, 2011 and is designed to
maximize the price payable to the shareholders through a
competitive bidding process. If, during the go-shop period,
the Company receives an alternative acquisition proposal that it
determines in good faith constitutes or could reasonably be
expected to result in a Superior Proposal (as defined in the Merger
Agreement), Matrixx may require Wonder to extend the tender offer
period (through February 18, 2011) to
continue final negotiations with any party making such a proposal.
During the go-shop period the Company has actively solicited
alternative proposals to acquire Matrixx through its financial
advisor Sawaya Segalas & Co.,
LLC ("Sawaya Segalas"). Sawaya
Segalas has contacted 132 separate parties that, following
discussions between the Company and Sawaya Segalas, were
identified as potentially interested parties, to discuss the
Company and its business and to solicit from those parties
proposals to acquire Matrixx. Of the parties contacted, 48
were strategic parties and 84 were financial parties. From
this group, 31 parties executed confidentiality agreements,
including 7 strategic parties and 24 financial parties.
Following execution of the confidentiality agreements, Matrixx
provided the parties with access to non-public financial and other
information regarding Matrixx, including access to an on-line data
room. The Company's management and legal advisors also
conducted multiple presentations on the Company's business and
prospects, during which times they responded to questions of
participants.
The interested parties that had signed confidentiality
agreements reviewed non-public information about the Company and
most attended one of the initial presentations by management.
However, by the midpoint of the go-shop period, the bulk of
the parties had dropped out, leaving only a handful of interested
parties. Sawaya Segalas and the Company's management
continued to engage in discussions with those parties and respond
to their questions. Following subsequent meetings and
discussions, each of the remaining parties advised Sawaya Segalas that it was no longer interested
in continuing to conduct due diligence on the Company and that it
would not be making a proposal to acquire Matrixx.
Additionally, Sawaya Segalas has not
received any indication from any party that signed a
confidentiality agreement that it intends to submit an offer to
acquire the Company before expiration of the go-shop period, even
though Sawaya Segalas requested that
parties do so by the close of business on Tuesday, January 18, 2011.
Despite the broad solicitation and access to and interactions
with the Company's management and its legal and financial advisors,
to date none of the parties contacted has submitted a proposal, nor
has there been any indication of interest from any other party.
Matrixx remains open to receiving competing proposals and
will continue to work with its financial advisor through the
balance of the go-shop period (which expires January 22) to continue to solicit and encourage
alternative acquisition proposals. However, Sawaya Segalas has advised the management of the
Company that it does not believe any proposal will be submitted as
a result of its go-shop efforts.
In view of the current absence of any proposal or indication of
interest, and for the reasons provided in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 for the
transaction filed with the United States Securities and Exchange
Commission ("SEC") on December 22,
2010, as amended, (the "Schedule 14D-9"), the Company's
board of directors continues to recommend that the stockholders of
Matrixx accept the tender offer and tender their shares of common
stock to Wonder pursuant to the tender offer.
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., 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.
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 has been
filed by Wonder Holdings Acquisition Corp. and Wonder Holdings,
Inc. with the SEC in connection with the commencement of the offer,
and the solicitation/recommendation statement on Schedule 14D-9 has
been filed by Matrixx Initiatives, Inc. with the SEC with respect
to the offer. The offer to purchase, forms of letter of transmittal
and related documents and the solicitation/recommendation statement
on Schedule 14D-9 have been 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
Corp. and Wonder Holdings, Inc. 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 have been
filed by Wonder Holdings Acquisition Corp. and Wonder Holdings,
Inc. and the solicitation/recommendation statement that has been
filed by the Company. The Company does not 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.