- Amended tender offer statement by Third Party (SC TO-T/A)
February 09 2011 - 10:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Matrixx Initiatives, Inc.
(Name of Subject Company (Issuer))
Wonder Holdings, Inc.
(Name of Filing Person Offeror)
Wonder Holdings Acquisition Corp.
(Name of Filing Person Offeror)
H.I.G. Bayside Debt & LBO Fund II, L.P.
H.I.G. Bayside Advisors II, LLC
H.I.G.-GPII, Inc.
Sami W. Mnaymneh
Anthony A. Tamer
(Name of Filing Persons Other)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
57685L105
(CUSIP Number of Class of Securities)
Brian Schwartz
1450 Brickell Avenue
31st Floor
Miami, Florida 33131
(305) 379-2322
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
Copy to:
James S. Rowe, Esq.
Michael H. Weed, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$82,625,077.50
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$6,208.45
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(1)
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Estimated for purposes of calculating the filing fee only. The valuation was estimated by
multiplying the offer price of $8.75 per share by 9,442,866 shares of Matrixx Initiatives,
Inc. common stock outstanding.
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(2)
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Calculated in accordance with Exchange Act Rule 0-11 by (1) multiplying the estimated
transaction value as of December 22, 2010, by 0.0000713, (2) multiplying the increase in the
estimated transaction value between December 22, 2010 and the date of this filing by
0.00011610, and (3) summing the results of (1) and (2).
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$821
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Filing Party:
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Wonder Holdings, Inc.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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February 3, 2011
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Amount Previously Paid:
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$5,388
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Filing Party:
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Wonder Holdings, Inc.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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December 22, 2010
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o
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third-party offer subject to Rule 14d-1.
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o
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Issuer tender offer subject to Rule 13e-4.
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o
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Going-private transactions subject to Rule 13e-3.
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o
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
o
This Amendment No. 8 amends and supplements the Tender Offer Statement on Schedule TO
(which, together with any amendments and supplements thereto, collectively constitute this
Schedule TO) relating to the tender offer by Wonder Holdings, Inc., a Delaware corporation (the
Purchaser) and a wholly-owned subsidiary of Wonder Holdings Acquisition Corp., a Delaware
corporation (the Parent), to purchase all of the outstanding shares of common stock, par value
$0.001 per share, of Matrixx Initiatives, Inc., a Delaware corporation (Matrixx), including the
associated rights issued pursuant to the Rights Agreement, dated as of July 22, 2002, between
Matrixx and Registrar and Transfer Company, as such agreement may be amended from time to time (the
shares of the common stock of Matrixx, together with the associated rights, collectively referred
to as Shares), at a price of $8.75 per Share net to the seller in cash without interest and less
any required withholding taxes, if any, upon the terms and conditions set forth in the offer to
purchase dated December 22, 2010 (the Offer to Purchase), and in the related letter of
transmittal (the Letter of Transmittal), which, together with any amendments or supplements,
collectively constitute the Offer.
All the information set forth in the Offer to Purchase is incorporated by reference herein in
response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the
information specifically provided in this Schedule TO.
Items 1 though 9 and 11
Items 1 through 9 and Item 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby revised as follows:
The paragraph immediately following the caption titled Have any stockholders already agreed
to tender their Shares in the Offer or to otherwise support the Offer? in the Summary Term Sheet
section of the Offer to Purchase is amended and restated in its entirety as follows:
Yes. Certain stockholders of Matrixx who collectively hold approximately 18.1% of the
outstanding Shares have indicated, either formally or informally, that they intend to tender
their Shares in the Offer, including BML Investment Partners, L.P., which holds 935,000
Shares (approximately 10% of the outstanding Shares). On February 1, 2011, BML Investment
Partners, L.P. entered into a Tender and Voting Agreement with Parent and Purchaser.
Pursuant to the Tender and Voting Agreement, BML Investment Partners, L.P. has agreed to
tender its Shares into the Offer. The stockholders that have indicated that they intend to
tender (other than BML Investment Partners, L.P., which is a party to the Tender and Voting
Agreement) may change their intention to tender at any time and we have no ability to ensure
that these stockholders tender their Shares and, if they do, that they not subsequently
withdraw them. See Section 10 Background of the Offer; Past Contacts or Negotiations
with Matrixx and Section 11The Merger Agreement; Other Agreements for more
information.
1
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2011
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WONDER HOLDINGS, INC.
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By:
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/s/ Richard H. Siegel
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Name:
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Richard H. Siegel
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Title:
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Attorney in Fact
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WONDER HOLDINGS ACQUISITION CORP.
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By:
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/s/ Richard H. Siegel
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Name:
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Richard H. Siegel
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Title:
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Attorney in Fact
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H.I.G. BAYSIDE DEBT & LBO FUND II, L.P.
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By:
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H.I.G. Bayside Advisors II, LLC
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Its: General Partner
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By:
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H.I.G.-GPII, Inc.
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Its: Manager
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By:
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/s/ Richard H. Siegel
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Name:
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Richard H. Siegel
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Title:
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Vice President and General Counsel
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H.I.G. BAYSIDE ADVISORS II, LLC
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By:
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H.I.G.-GPII, Inc.
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Its: Manager
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By:
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/s/ Richard H. Siegel
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Name:
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Richard H. Siegel
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Title:
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Vice President and General Counsel
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H.I.G.-GPII, INC.
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By:
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/s/ Richard H. Siegel
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Name:
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Richard H. Siegel
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Title:
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Vice President and General Counsel
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SAMI W. MNAYMNEH
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By:
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/s/ Richard H. Siegel
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Name:
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Richard H. Siegel
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Title:
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Attorney in Fact
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ANTHONY A. TAMER
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By:
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/s/ Richard H. Siegel
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Name:
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Richard H. Siegel
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Title:
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Attorney in Fact
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Exhibit Index
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated December 22, 2010.*
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(a)(1)(B)
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Form of Letter of Transmittal.*
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Form of Summary Advertisement as published on December 22, 2010
in the New York Times.*
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(a)(1)(G)
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Joint Press Release issued by H.I.G. Capital, LLC and Matrixx
Initiatives, Inc. on December 22, 2010.*
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(a)(1)(H)
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Joint Press Release issued by H.I.G. Capital, LLC and Matrixx
Initiatives, Inc. on December 29, 2010.*
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(a)(1)(I)
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Press Release issued by H.I.G. Capital, LLC on January 19, 2011.*
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(a)(1)(J)
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Press Release issued by H.I.G. Capital, LLC on January 28, 2011.*
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(a)(1)(K)
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Press Release Announcing Second Extension to Tender Offer issued
by H.I.G. Capital, LLC on February 1, 2011.*
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(a)(1)(L)
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Press Release Announcing Increase to Offer Price issued by
H.I.G. Capital, LLC on February 1, 2011.*
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(a)(5)(A)
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Complaint dated January 7, 2011, filed in the Superior Court of
the State of Arizona, County of Maricopa, captioned
Schneider v.
Hemelt et al.
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(b)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger, dated as of December 14, 2010,
among Matrixx Initiatives, Inc., Wonder Holdings Acquisition
Corp. and Wonder Holdings, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Matrixx
Initiatives, Inc. with the Securities and Exchange Commission on
December 14, 2010).*
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(d)(2)
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Exclusivity and Confidentiality Agreement, dated as of March 26,
2010, between Matrixx Initiatives, Inc. and H.I.G. Middle Market
LLC.*
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(d)(3)
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Limited Guarantee, dated as of December 14, 2010, made by H.I.G.
Bayside Debt & LBO Fund II, L.P. in favor of Matrixx
Initiatives, Inc. (incorporated by reference to Exhibit 2.2 to
the Current Report on Form 8-K filed by Matrixx Initiatives,
Inc. with the Securities and Exchange Commission on December 14,
2010).*
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(d)(4)
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Equity Commitment Letter, dated as of December 14, 2010, from
H.I.G. Bayside Debt & LBO Fund II, L.P. to Wonder Holdings
Acquisition Corp.*
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(g)
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Not applicable.
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(h)
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Not applicable.
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