Matrixx Initiatives, Inc. & H.I.G. Capital Announce Expiration of Subsequent Offering Period & Final Completion of Tender Off...
February 18 2011 - 11:17AM
Business Wire
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 subsequent
offering period 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, expired at 11:59 p.m., New York City time, on
Thursday, February 17, 2011.
The depositary for the tender offer advised that, as of the
expiration of the subsequent offering period, a total of 6,606,328
shares of Matrixx common stock had been validly tendered and not
validly withdrawn during the initial offering period and subsequent
offering period, representing approximately 70.0% of the
outstanding shares of the Company. Pursuant to the terms of the
tender offer, Wonder has accepted for payment all shares validly
tendered and not validly withdrawn during the initial offering
period and all shares validly tendered during the subsequent
offering period, and the consideration for all such shares either
has been paid or will promptly be paid.
Pursuant to the terms of the previously announced Agreement and
Plan of Merger, dated as of December 14, 2010, among Matrixx,
Wonder Holdings Acquisition Corp. and Wonder, Wonder exercised its
“top-up” option to purchase shares directly from Matrixx in an
amount sufficient to enable Wonder to effect a “short-form” merger
under applicable Delaware law, by which Wonder will be able to
effect a merger with and into Matrixx without prior notice to, or
any action by, any other stockholder.
To complete the acquisition of 100% of the common stock of
Matrixx, Wonder intends to effect later today a short-form merger
in which Wonder will merge with and into Matrixx, with Matrixx
surviving the merger and continuing as a subsidiary of Wonder
Holdings Acquisition Corp. Upon completion of the merger, all
outstanding shares of common stock of the Company, other than
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 canceled and converted into the
right to receive a cash payment in an amount equal to the same
$8.75 offer price per share, without interest and less any
applicable withholding taxes, that was paid in the offer. BNY
Mellon, acting as the paying agent for the merger, will mail to the
remaining former stockholders of the Company materials necessary to
exchange their former Matrixx shares for such payment. February 18,
2011 will be the last day shares of Matrixx common stock trade 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.
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 Holdings, Inc. Neither
H.I.G. nor Matrixx 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.
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