Physicians Formula Holdings, Inc. Receives Acquisition Proposal
September 06 2012 - 6:00AM
Physicians Formula Holdings, Inc. (Nasdaq:FACE) ("Physicians
Formula" or the "Company") announced that it has received an
unsolicited, nonbinding proposal to acquire all its outstanding
shares of common stock at a price of $4.90 per share, subject to
several conditions, including the completion of due diligence and
securing of financing commitments by the third party who submitted
the proposal and the negotiation of a mutually acceptable
definitive agreement (the "Acquisition Proposal").
In accordance with the terms of the Agreement and Plan of Merger
(the "Merger Agreement") that was entered into on August 14, 2012
between the Company and affiliates of Swander Pace Capital, the
Company and its representatives have engaged in and are continuing
to engage in discussions and negotiations with the third party who
submitted the Acquisition Proposal. As discussions and negotiations
with the third party could terminate at any time, the Company's
board of directors has not determined at this time that the
Acquisition Proposal constitutes a Superior Proposal (as such term
is defined in the Merger Agreement) and consequently has not
changed its recommendation with respect to the Company's pending
merger with affiliates of Swander Pace Capital to be effected
pursuant to the Merger Agreement. The Company's board of directors
is continuing to evaluate the Acquisition Proposal.
About Physicians Formula Holdings, Inc.
Physicians Formula is an innovative cosmetics and skin care
company operating in the mass market prestige, or "masstige,"
market. Under its Physicians Formula brand name, created in 1937,
the Company develops, markets and distributes innovative,
premium-priced products for the mass market channel. Physicians
Formula differentiates itself by addressing skin imperfections
through a problem-solving approach, rather than focusing on
changing fashion trends. Currently, Physicians Formula products are
sold in over 25,000 stores including those operated by Wal-Mart,
Target, CVS and Rite Aid.
Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange
Commission (the "SEC") a proxy statement and intends to furnish or
file other materials with the SEC in connection with the proposed
transaction. The definitive proxy statement will be sent or given
to the stockholders of the Company and will contain important
information about the proposed transaction and related matters.
Before making any voting decision, Physicians Formula's
stockholders are urged to read the proxy statement and those other
materials carefully and in their entirety because they will contain
important information about the Company and the proposed
transaction. The proxy statement and other relevant materials (when
they become available), and any other documents filed by Physicians
Formula with the SEC, may be obtained free of charge at the SEC's
website www.sec.gov. In addition, security holders will be able to
obtain free copies of the proxy statement from Physicians Formula
by directing a request by mail to Physicians Formula Holdings Inc.,
1055 W. 8th Street, Azusa, CA 91702, or from the Investor Relations
section of the Company's website at www.physiciansformula.com. The
contents of the websites referenced above are not deemed to be
incorporated by reference into the proxy statement or this press
release.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's stockholders in connection with the proposed transaction.
Information about the Company's directors and executive officers is
set forth in the Company's proxy statement for its 2011 Annual
Meeting of Stockholders, which was filed with the SEC on November
4, 2011, and its Annual Report on Form 10-K for the year ended
December 31, 2011, which was filed with the SEC on March 7, 2012
and amended on Form 10-K/A filed with the SEC on April 25, 2012.
These documents are available free of charge at the SEC's website
at www.sec.gov, and from the Company by directing a request by mail
to Physicians Formula Holdings Inc., 1055 W. 8th Street, Azusa, CA
91702, or from the Investor Relations section of the Company's
website at www.physiciansformula.com. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the transaction will be included in the
proxy statement that the Company intends to file with the SEC.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, without limitation, statements relating to the
completion of this transaction. In some cases, forward-looking
statements can be identified by words such as "anticipates,"
"estimates," "expects," "believes," "plans," "predicts," and
similar terms. These statements are based on current expectations
and assumptions that are subject to risks and uncertainties. Actual
results could differ materially from those anticipated as a result
of various factors. If the transaction is consummated, the
Company's existing stockholders will cease to have any equity
interest in the Company and will have no right to participate in
its earnings and future growth. Additional factors that may affect
the future results of the Company are set forth in its filings with
the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2011, as amended on Form 10-K/A filed with the
SEC on April 25, 2012, available at www.physiciansformula.com and
the SEC's website at www.sec.gov. You are urged to consider these
factors carefully in evaluating the forward-looking statements in
this press release and are cautioned not to place undue reliance on
such forward-looking statements, which are qualified in their
entirety by this cautionary statement. Unless otherwise required by
law, the Company expressly disclaims any obligation to update
publicly any forward-looking statements, whether as result of new
information, future events or otherwise.
CONTACT: Media Contact:
Anne Rakunas
ICR, Inc.
(310) 954-1113
Anne.Rakunas@icrinc.com
Physicians Formula Holdings, Inc. (MM) (NASDAQ:FACE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Physicians Formula Holdings, Inc. (MM) (NASDAQ:FACE)
Historical Stock Chart
From Apr 2023 to Apr 2024