Matrixx Initiatives, Inc. to Be Acquired by H.I.G.
SCOTTSDALE, Ariz., Dec. 14, 2010 /PRNewswire-FirstCall/ -- Matrixx Initiatives, Inc. (Nasdaq: MTXX) ("Matrixx" or the "Company") today announced that it has entered into a definitive merger agreement to be acquired by investment funds managed by H.I.G. Capital, LLC, a leading global private investment firm.
Under the terms of the merger agreement, affiliates of H.I.G. will commence a tender offer to purchase for cash all of the outstanding shares of Matrixx common stock, and the associated preferred stock purchase rights, at a price of $8.00 per share, which represents a 56.3% premium to the Company's closing stock price on December 13, 2010, the last full trading day before today's announcement, for a total value of approximately $75.2 million.
The tender offer is expected to commence on December 22, 2010 and to expire on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. If the tender offer is successfully completed, the parties will complete a second-step merger in which any remaining shares of Matrixx would be converted into the right to receive the same price per share paid in the tender offer.
Completion of the transaction is subject to, among other things, the satisfaction of the minimum tender condition of at least the majority of the Company's outstanding common shares on a fully diluted basis, expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and other customary closing conditions, but is not subject to any financing condition.
The Board of Directors of Matrixx has unanimously approved the merger agreement and the transactions contemplated by the merger agreement and has resolved to recommend that the Matrixx stockholders tender their shares in connection with the tender offer contemplated by the merger agreement.
Under the terms of the merger agreement, Matrixx may solicit acquisition proposals from third parties for a period from execution of the merger agreement until 11:59 p.m. on January 22, 2011. The Company's financial advisor, Sawaya Segalas LLC, will assist 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.
Sawaya Segalas & Co., LLC is acting as financial advisor to Matrixx. Sullivan & Cromwell LLP and Snell & Wilmer LLP are acting as legal counsel to Matrixx. Kirkland & Ellis LLP is acting as legal counsel to H.I.G.
