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
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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$75,563,696
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$5,388
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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 $8.00
per share by 9,445,462 shares of Matrixx Initiatives, Inc.
common stock, which is the sum of 9,398,587 shares of
common stock outstanding and 46,875 shares of restricted
common stock estimated to be awarded to non-employee directors
of Matrixx Initiatives, Inc., as part of their annual
compensation after the date of this filing but prior to the
expiration date of the tender offer. The number of shares of
restricted common stock to be awarded to non-employee directors
was estimated by dividing $375,000, the dollar value of the
award, by the offer price per share.
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(2)
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Calculated in accordance with Exchange Act
Rule 0-11
by multiplying the transaction value by 0.0000713
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o
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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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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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Amount Previously Paid:
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None
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Filing Party: N/A
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Form of Registration No.:
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N/A
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Date Filed: N/A
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ
Third-party
offer subject to
Rule 14d-1.
o
Issuer
tender offer subject to
Rule 13e-4.
o
Going-private
transactions subject to
Rule 13e-3.
o
Amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
This Tender Offer Statement on Schedule TO (which, together
with any amendments and supplements thereto, collectively
constitute this “Schedule TO”) relates to the
tender offer (the “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 Corporate Stock Transfer, Inc. (the shares
of the common stock of Matrixx, together with the associated
rights, collectively referred to as “Shares”), at a
price of $8.00 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”), a copy of which is attached as Exhibit
(a)(1)(A), and in the related letter of transmittal (the
“Letter of Transmittal”), a copy of which is attached
as Exhibit (a)(1)(B), which, together with any amendments or
supplements, collectively constitute the “Offer.”
All of the information set forth in the Offer to Purchase is
incorporated by reference herein in response to Items 1
through 9 and Item 11 of this Schedule TO, and is
supplemented by the information specifically provided for in
this Schedule TO.
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Item 1.
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Summary
Term Sheet.
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Regulation M-A
Item 1001
The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
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Item 2.
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Subject
Company Information.
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Regulation M-A
Item 1002
(a)
Name and Address.
The name of the
subject company and the issuer of the securities to which this
Schedule TO relates is Matrixx Initiatives, Inc., a
Delaware corporation. Matrixx’s principal executive offices
are located at 8515 E. Anderson Dr., Scottsdale, AZ
85255, and its telephone number is
(602) 385-8888.
(b)
Securities.
This Schedule TO
relates to the Offer by Purchaser to purchase all of the Shares
at a purchase price of $8.00 per Share, net to the seller in
cash, without interest thereon and subject to any required
withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the Letter of
Transmittal. Matrixx has advised Parent and Purchaser that, as
of November 30, 2010, there were
(i) 9,398,587 Shares issued and outstanding, of which
109,035 Shares were subject to future vesting requirements
or risk of forfeiture back to Matrixx or a right of repurchase
by Matrixx, and (ii) 1,170,153 Shares reserved and
available for issuance under equity incentive plans, of which
202,700 Shares were subject to outstanding options to
purchase Shares.
(c)
Trading Market and Price.
Information
concerning the principal market in which the Shares are traded
and the high and low sales prices for the Shares in the
principal market for each quarter during the last two years is
set forth in the section of the Offer to Purchase under the
caption THE TENDER OFFER — Section 6 (“Price
Range of Shares; Dividends”) and is incorporated herein by
reference.
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Item 3.
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Identity
and Background of Filing Person.
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Regulation M-A
Item 1003
(a)-(c)
Name and Address; Business and Background of
Entities; and Business and Background of Natural
Persons.
The information set forth in the Offer
to Purchase under the following captions is incorporated herein
by reference:
SUMMARY TERM
SHEET
THE TENDER OFFER — Section 8 (“Certain
Information Concerning Parent and Purchaser”) and
Schedule I attached thereto
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Item 4.
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Terms
of the Transaction.
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Regulation M-A
Item 1004
(a)
Material Terms.
The information set
forth in the Offer to Purchase is incorporated herein by
reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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Regulation M-A
Item 1005
(a)
Transactions.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM
SHEET
THE TENDER OFFER — Section 8 (“Certain
Information Concerning Parent and Purchaser”) and
Schedule I attached thereto
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Matrixx”)
(b)
Significant Corporate Events.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM
SHEET
THE TENDER OFFER — Section 8 (“Certain
Information Concerning Parent and Purchaser”) and
Schedule I attached thereto
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Matrixx”)
THE TENDER OFFER — Section 11 (“The Merger
Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose of
the Offer; Plans for Matrixx”)
Item 6.
Purposes of the Transaction and
Plans or Proposals.
Regulation M-A
Item 1006
(a)
Purposes.
The information set forth
in the Offer to Purchase under the following captions is
incorporated herein by reference:
THE TENDER OFFER — Section 12 (“Purpose of
the Offer; Plans for Matrixx”)
(c)(1)-(7)
Plans.
The information set forth in the Offer
to Purchase under the following captions is incorporated herein
by reference:
SUMMARY TERM
SHEET
THE TENDER OFFER — Section 9 (“Source and
Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Matrixx”)
THE TENDER OFFER — Section 11 (“The Merger
Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose of
the Offer; Plans for Matrixx”)
THE TENDER OFFER — Section 13 (“Certain
Effects of the Offer”)
THE TENDER OFFER — Section 14 (“Dividends
and Distributions”)
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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Regulation M-A
Item 1007
(a)
Source of Funds.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM
SHEET
THE TENDER OFFER — Section 9 (“Source and
Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Matrixx”)
THE TENDER OFFER — Section 11 (“The Merger
Agreement; Other Agreements”)
(b)
Conditions.
The Offer is not subject
to a financing condition.
(d)
Borrowed Funds.
The information set
forth in “THE TENDER OFFER — Section 9
(“Source and Amount of Funds”)” is incorporated
herein by reference.
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Item 8.
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Interest
in Securities of the Subject Company.
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Regulation M-A
Item 1008
(a)
Securities Ownership.
The information
set forth in the Offer to Purchase under the following captions
is incorporated herein by reference:
THE TENDER OFFER — Section 8 (“Certain
Information Concerning Parent and Purchaser”) and
Schedule I attached thereto
THE TENDER OFFER — Section 12 (“Purpose of
the Offer; Plans for Matrixx”)
(b)
Securities Transactions.
None.
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Item 9.
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Persons/Assets
Retained, Employed, Compensated or Used.
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Regulation M-A
Item 1009
(a)
Solicitations or Recommendations.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 3 (“Procedures
for Accepting the Offer and Tendering Shares”)
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Matrixx”)
THE TENDER OFFER — Section 17 (“Fees and
Expenses”)
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Item 10.
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Financial
Statements.
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Regulation M-A
Item 1010
(a)
Financial Information.
Not applicable.
(b)
Pro Forma Information.
Not applicable.
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Item 11.
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Additional
Information.
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Regulation M-A
Item 1011
(a)
Agreements, Regulatory Requirements and Legal
Proceedings.
The information set forth in the
Offer to Purchase under the following captions is incorporated
herein by reference:
SUMMARY TERM
SHEET
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Matrixx”)
THE TENDER OFFER — Section 11 (“The Merger
Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose of
the Offer; Plans for Matrixx”)
THE TENDER OFFER — Section 13 (“Certain
Effects of the Offer”)
THE TENDER OFFER — Section 14 (“Certain
Conditions of the Offer”)
THE TENDER OFFER — Section 16 (“Certain
Legal Matters; Regulatory Approvals”)
(b)
Other Material Information.
The
information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference.
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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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(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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Item 13.
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Information
required by
Schedule 13E-3.
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Not applicable.
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: December 22, 2010
WONDER HOLDINGS, INC.
By: /s/ Brian D. Schwartz
Name: Brian D. Schwartz
WONDER HOLDINGS ACQUISITION CORP.
By: /s/ Brian D. Schwartz
Name: Brian D. Schwartz
H.I.G. BAYSIDE DEBT & LBO FUND II, L.P.
By: H.I.G. Bayside Advisors II, LLC
By: H.I.G.-GPII, Inc.
By: /s/ Richard H. Siegel
Name: Richard H. Siegel
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Its:
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Vice President and General Counsel
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H.I.G. BAYSIDE ADVISORS II, LLC
By: H.I.G.-GPII, Inc.
By: /s/ Richard H. Siegel
Name: Richard H. Siegel
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Its:
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Vice President and General Counsel
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H.I.G.-GPII, INC.
By: /s/ Richard H. Siegel
Name: Richard H. Siegel
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Its:
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Vice President and General Counsel
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/s/ Sami W. Mnaymneth
Sami W. Mnaymneh
/s/ Anthony A. Tamer
Anthony A. Tamer
POWER OF
ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Richard H. Siegel, and each of James S.
Rowe and Michael Weed, each of the law firm of
Kirkland & Ellis LLP, signing singly, the
undersigned’s true and lawful attorney-in-fact to:
(i) execute for and on behalf of the undersigned, the
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934 on Schedule TO (the
“Schedule TO”) of Matrixx Initiatives, Inc., a
Delaware corporation (the “Company”), any and all
amendments thereto, and to file the Schedule TO, any and
all such amendments, supplements, exhibits and documents thereto
required in connection therewith with the Securities and
Exchange Commission; (ii) do and perform any and all acts
for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Schedule TO and
timely file such form with the United States Securities and
Exchange Commission and any stock exchange in which the Common
Stock of the Company is listed on, if any; and (iii) take
any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact’s substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with
Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 22nd day of December,
2010.
WONDER HOLDINGS, INC.
By: /s/ Brian D. Schwartz
Name: Brian D. Schwartz
WONDER HOLDINGS ACQUISITION CORP.
By: /s/ Brian D. Schwartz
Name: Brian D. Schwartz
H.I.G. BAYSIDE DEBT & LBO FUND II, L.P.
By: H.I.G. Bayside Advisors II, LLC
Its: General Partner
By: H.I.G.-GPII, Inc.
By: /s/ Richard H. Siegel
Name: Richard H. Siegel
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Its:
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Vice President and General Counsel
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H.I.G. BAYSIDE ADVISORS II, LLC
By: H.I.G.-GPII, Inc.
By: /s/ Richard H. Siegel
Name: Richard H. Siegel
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Its:
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Vice President and General Counsel
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H.I.G.-GPII, INC.
By: /s/ Richard H. Siegel
Name: Richard H. Siegel
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Its:
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Vice President and General Counsel
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/s/ Sami W. Mnaymneth
Sami W. Mnaymneh
/s/ Anthony A. Tamer
Anthony A. Tamer
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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(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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