Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 12, 2012, Markwins Merger Sub, Inc. (
MergerSub
), a wholly owned subsidiary of Markwins International Corporation (
Markwins
), was merged (the
Merger
) with and into Physicians Formula Holdings, Inc. (the
Company
), pursuant to the Agreement and Plan of Merger, dated as of September 26, 2012, by and among the Company, Markwins and MergerSub, as amended by that Amendment No. 1 to Agreement and Plan of Merger, dated as of November 15, 2012 (as amended, the
Merger Agreement
). As a result of the Merger, the Company became a wholly owned subsidiary of Markwins.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
Effective Time
), each share of the Companys common stock issued and outstanding immediately prior to the Effective Time (other than shares of common stock owned by Markwins, MergerSub or the Company, or by any direct or indirect wholly-owned subsidiary or affiliate of Markwins, and shares of common stock held by the Companys stockholders, if any, who have properly demanded and validly perfected their statutory rights of appraisal), automatically converted into the right to receive $4.90 per share in cash, without any interest and less any applicable withholding taxes (the
Merger Consideration
).
At the Effective Time, the Companys stockholders immediately prior to the Effective Time ceased to have any rights as stockholders in the Company (other than their rights to receive the Merger Consideration or to exercise their appraisal rights) and no longer had any interest in the Companys future earnings and growth. In addition, each previously outstanding warrant and option to acquire shares of the Companys common stock that remained outstanding immediately prior to the Effective Time was automatically cancelled at the Effective Time, and the holder of each such option or warrant, as the case may be, became entitled to receive a cash payment equal to the excess, if any, of the Merger Consideration over the exercise price per share of the option or warrant, as the case may be.
The foregoing description of the Merger Agreement (including the amendment) is not complete and is qualified in its entirety by reference to the Merger Agreement. A copy of the agreement and plan of merger as it existed prior to amendment was filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on September 27, 2012 and a copy of the amendment was filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on November 16, 2012, the terms of which are incorporated herein by reference.
On December 12, 2012, a press release announcing the closing of the Merger was issued, a copy of which filed as an exhibit to this report and incorporated herein by reference.