SCOTTSDALE, Ariz. and
MIAMI, Dec.
29, 2010 /PRNewswire-FirstCall/ -- 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 that the Federal Trade Commission has granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
relating to the previously announced acquisition of all outstanding
shares of common stock of the Company by affiliates of H.I.G.
Accordingly, the condition with respect to the expiration of the
applicable waiting periods under the HSR Act has been
satisfied.
As previously disclosed, Wonder Holdings, Inc. and Wonder
Holdings Acquisition Corp., both affiliates of H.I.G. 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 Corp., Wonder Holdings Inc. and Matrixx. 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, Inc. 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.
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. The completion of the tender offer remains subject to
certain conditions as described in the tender offer statement on
Schedule TO filed with the Securities and Exchange Commission (the
"SEC") on December 22,
2010.
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 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 manufacturing or
service businesses. H.I.G. also has extensive experience with
financial restructurings and operational turnarounds. Since
its founding in 1993, H.I.G. 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 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 or 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 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 and Wonder Holdings and the
solicitation/recommendation statement that has been 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.