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8-K - FORM 8-K - MATRIXX INITIATIVES INC | p18380e8vk.htm |
EX-99.2 - EX-99.2 - MATRIXX INITIATIVES INC | p18380exv99w2.htm |
EX-2.2 - EXHIBIT 2.2 - MATRIXX INITIATIVES INC | p18380exv2w2.htm |
EX-2.1 - EX-2.1 - MATRIXX INITIATIVES INC | p18380exv2w1.htm |
EX-4.1 - EX-4.1 - MATRIXX INITIATIVES INC | p18380exv4w1.htm |
Exhibit 99.1
Matrixx Initiatives, Inc. to Be Acquired by H.I.G.
SCOTTSDALE, AZ, December 14, 2010 Matrixx Initiatives, Inc. (NASDAQ: MTXX) (Matrixx or the
Company) today announced that it has entered into a definitive merger agreement to be acquired by
investment funds managed by H.I.G. Capital, LLC, a leading global private investment firm.
Under the terms of the merger agreement, affiliates of H.I.G. will commence a tender offer to
purchase for cash all of the outstanding shares of Matrixx common stock, and the associated
preferred stock purchase rights, at a price of $8.00 per share, which represents a 56.3% premium to
the Companys closing stock price on December 13, 2010, the last full trading day before todays
announcement, for a total value of approximately $75.2 million.
The tender offer is expected to commence on December 22, 2010 and to expire on the 20th business
day following and including the commencement date, unless extended in accordance with the terms of
the merger agreement and the applicable rules and regulations of the Securities and Exchange
Commission. If the tender offer is successfully completed, the parties will complete a second-step
merger in which any remaining shares of Matrixx would be converted into the right to receive the
same price per share paid in the tender offer.
Completion of the transaction is subject to, among other things, the satisfaction of the minimum
tender condition of at least the majority of the Companys outstanding common shares on a fully
diluted basis, expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust
Improvements Act of 1976 and other customary closing conditions, but is not subject to any
financing condition.
The Board of Directors of Matrixx has unanimously approved the merger agreement and the
transactions contemplated by the merger agreement and has resolved to recommend that the Matrixx
stockholders tender their shares in connection with the tender offer contemplated by the merger
agreement.
Under the terms of the merger agreement, Matrixx may solicit acquisition proposals from third
parties for a period from execution of the merger agreement until 11:59 p.m. on January 22, 2011.
The Companys financial advisor, Sawaya Segalas LLC, will assist 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.
Sawaya Segalas & Co., LLC is acting as financial advisor to Matrixx. Sullivan & Cromwell LLP and
Snell & Wilmer LLP are acting as legal counsel to Matrixx. Kirkland & Ellis LLP is acting as legal
counsel to H.I.G.
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, 602-385-8888, or Bill Barba, Vice President of Finance & Accounting,
602-385-8881. Matrixx is located at 8515 E. Anderson Dr., Scottsdale, Arizona 85255.
About H.I.G.
H.I.G. Capital is a leading global private equity investment firm focused exclusively on the middle
market. It has a broad and flexible capital base and more than $7.5 billion of equity capital under
management. Based in Miami, and with offices in Atlanta, Boston, New York and San Francisco 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. Since its
founding, H.I.G. has invested in and managed more than 200 companies worldwide. The firms current
portfolio includes companies with combined revenues in excess of $7 billion. For more information,
please refer to the H.I.G. website at www.higcapital.com.
Important Information about the Tender Offer
The tender offer for the outstanding common stock of the Company referred to in this press release
has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The solicitation and the offer to buy shares of the Company common
stock will be made pursuant to an offer to purchase and related materials that the affiliates of
H.I.G. that entered into the merger agreement intend to file with the Securities and Exchange
Commission. At the time the offer is commenced, the affiliates of H.I.G. that entered into the
merger agreement will file a tender offer statement on Schedule TO with the Securities and Exchange
Commission, and thereafter the Company will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that should be read
carefully and considered before any decision is made with respect to the tender offer. These
materials will be sent free of charge to all stockholders of the Company when available. In
addition, all of these materials (and all other materials filed by the Company with the Securities
and Exchange Commission) will be available at no charge from the Securities and Exchange Commission
through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of
transmittal and certain other offering documents will be made available by the affiliates of H.I.G.
that entered into the merger agreement when available. Investors and security holders may also
obtain free copies of the documents filed with the Securities and Exchange Commission by the
Company by contacting the Bill Barba, Vice President of Finance & Accounting, telephone number
602-385-8881 or BBarba@matrixxinc.com.
Forward Looking Statements
Except for the historical information contained herein, this press release contains forward-looking
statements. Such statements include, but are not limited to, statements about the Companys
beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to
significant risks and uncertainties and are subject to change based on various factors, many of
which are beyond our control. The words may, could, should, would, believe, anticipate,
estimate, expect, intend, plan, target, goal, and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from historical results or
from any results expressed or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the risk that a condition to the closing of the
transaction will not be satisfied, other risks to consummation of the transaction, including the
risk that the transaction will not be consummated within the expected time period, the possibility
that future sales of our products will not be as strong as expected, the possibility that our
products may face increased competition or negative publicity, the potential impact of current and
future product liability litigation and regulatory issues or public relations challenges.
Other factors that could cause actual results to differ materially from the Companys expectations
are described in the Companys Annual Report on Form 10-K filed on June 7, 2010, under the heading
Risk Factors, filed pursuant to the Securities Exchange Act of 1934. We do not undertake, and we
specifically disclaim, any obligation to publicly update or revise any forward-looking statement
whether as a result of new information, future events or otherwise.