Matrixx Initiatives, Inc. (Nasdaq: MTXX) (“Matrixx” or the
“Company”) and H.I.G. Capital, LLC (“H.I.G.”), a leading global
private investment firm, today announced the successful completion
of the tender offer for all of the outstanding shares of common
stock of Matrixx by Wonder Holdings, Inc. (“Wonder”) and Wonder
Holdings Acquisition Corp., both affiliates of H.I.G. formed for
the purpose of acquiring Matrixx, for $8.75 per share in cash,
without interest and less any applicable withholding taxes. The
offering period expired at 11:59 p.m., New York City time, on
Monday, February 14, 2011.
The depositary for the tender offer has advised that, as of the
expiration time, 6,525,546 shares of Matrixx common stock had been
validly tendered and not withdrawn, including 211,814 shares that
had been tendered pursuant to notices of guaranteed delivery,
representing approximately 69.1% of the outstanding shares of the
Company. All of such shares have been accepted for payment in
accordance with the terms of the tender offer, including the shares
that were tendered pursuant to notices of guaranteed delivery.
H.I.G. also announced today that Wonder has commenced a
subsequent offering period to acquire all of the remaining
untendered shares, commencing immediately and expiring at 11:59
p.m., New York City time, on Thursday, February 17, 2011. During
the subsequent offering period, Matrixx stockholders who did not
previously tender their shares of common stock in the offer may do
so and Wonder will accept for payment and promptly pay for such
shares as they are tendered. Stockholders who tender shares during
such period will receive the same $8.75 per share price, without
interest and subject to applicable withholding taxes, that was paid
in the tender offer. Procedures for tendering shares during the
subsequent offering period are the same as during the initial
offering period with two exceptions: (1) shares cannot be delivered
by the guaranteed delivery procedure and (2) pursuant to Rule
14d-7(a)(2) under the Securities Exchange Act of 1934, as amended,
shares tendered during the subsequent offering period may not be
withdrawn.
Following the subsequent offering period, Wonder may exercise
its “top-up option” to purchase shares from Matrixx at a price of
$8.75 per share if permitted to do so in accordance with the terms
of the Agreement and Plan of Merger, dated as of December 14, 2010,
among Matrixx, Wonder Holdings Acquisition Corp. and Wonder (the
“Merger Agreement”) such that, after exercise of the “top-up
option,” Wonder would own more than 90% of the number of shares of
Matrixx common stock then outstanding. If Wonder becomes the owner
of more than 90% of the number of shares of Matrixx common stock
then outstanding, Wonder intends to merge with and into Matrixx in
accordance with the short-form merger provisions of the Delaware
General Corporate Law, without prior notice to, or any action by,
any other Matrixx stockholder.
If Wonder is not able to consummate a short-form merger, it
intends to seek approval of the merger by a vote of Matrixx
stockholders at a duly held meeting, where, as a result of Wonder’s
purchase of shares in the tender offer, it will be able to approve
the merger without the affirmative vote of any other Matrixx
stockholder. Upon consummation of a short-form or other merger,
Matrixx will become a wholly-owned subsidiary of Wonder Holdings
Acquisition Corp., and each share of Company common stock will be
cancelled and (except for shares held by Wonder, Wonder Holdings
Acquisition Corp., the Company or their respective subsidiaries or
shares held by the Company’s stockholders who have and validly
exercise appraisal rights under Delaware law) will be converted
into the right to receive the same consideration, without interest
and less any applicable withholding taxes, received by holders who
tendered shares in the tender offer and the subsequent offering
period. Upon consummation of the merger, shares of Matrixx common
stock will cease to be traded on the NASDAQ Global Select
Market.
About Matrixx Initiatives, Inc.
Matrixx Initiatives, Inc. (Nasdaq: MTXX) 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, 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. Capital
H.I.G. Capital, LLC 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 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. 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 has
been filed by Wonder Holdings Acquisition Corp. and Wonder with the
SEC in connection with the offer, and the
solicitation/recommendation statement on Schedule 14D-9 has been
filed by Matrixx 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’s stockholders.
Investors and stockholders may also obtain a free copy of these
statements and other documents filed by Wonder Holdings Acquisition
Corp. and Wonder 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 stockholders 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, risks and
uncertainties that are discussed in documents filed with the SEC by
the Company, including the solicitation/recommendation statement,
as well as the tender offer documents that have been filed by
Wonder Holdings Acquisition Corp. and Wonder. Neither H.I.G. nor
the Company undertake any obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as expressly required by law.
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