Zila Enters into Merger Agreement with Tolmar
June 25 2009 - 8:05PM
Business Wire
Zila, Inc. (Nasdaq:ZILA) today announced that it has entered
into a definitive merger agreement with Tolmar Holding, Inc., a
privately held, pharmaceutical research, development, manufacturing
and commercial operations company. Under terms of the agreement,
Tolmar will acquire all of the outstanding shares of Zila for a
cash purchase price of $0.38 per share, representing an approximate
premium of 18% over the closing price of Zila�s shares on June 24,
2009. Total consideration paid by Tolmar includes the purchase of
Zila�s existing $12 million senior secured convertible debt at a
discount.
The proposed merger transaction is subject to customary closing
conditions, including approval by Zila�s stockholders, but is not
subject to any financing contingency.
David Bethune, Zila�s chairman and CEO, stated, �We are
fortunate to have entered into this merger agreement with Tolmar,
given Zila�s current financial condition and our inability to
access the financial markets. The Board of Directors conducted a
substantial and exhaustive review of Zila�s available alternatives,
before concluding that this transaction was fair to and in the best
interest of the company and its stockholders. I am gratified that
we have found a way to both satisfy our debt obligations and
provide value for our shareholders. This merger will provide the
resources and platform for Zila�s dedicated employees to realize
the true worldwide potential of Zila�s oral cancer screening and
periodontal products."
Zila�s Board of Directors approved the merger agreement and
resolved to recommend that Zila�s stockholders vote in favor of
completing the proposed merger with Tolmar. Zila intends to hold a
special meeting of its stockholders as soon as practicable, and the
parties anticipate that the proposed merger will close in late
August. Upon the completion of the proposed merger, Zila will no
longer be a publicly traded company.
About Zila, Inc.
Zila, Inc., headquartered in Scottsdale, Arizona, is a
diagnostic company dedicated to the prevention, detection and
treatment of oral cancer and periodontal disease. Zila manufactures
and markets ViziLite� Plus with TBlue� (�ViziLite� Plus�), the
company�s flagship product for the early detection of oral
abnormalities that could lead to cancer. ViziLite� Plus is an
adjunctive medical device cleared by the FDA for use in a
population at increased risk for oral cancer. In addition, Zila
designs, manufactures and markets a suite of proprietary products
sold exclusively and directly to dental professionals for
periodontal disease, including the Rotadent� Professional Powered
Brush, the Pro-Select Platinum� ultrasonic scaler and a portfolio
of oral pharmaceutical products for both in-office and home-care
use. All of Zila�s products are marketed and sold in the United
States and Canada primarily through the company�s direct field
sales force and telemarketing organization. The company�s products
are marketed and sold in other international markets through the
direct sales forces of third party distributors. Zila�s marketing
programs reach most U.S. dental offices.
About Tolmar Holding, Inc.
Tolmar�s primary operating subsidiary is a Colorado-based
pharmaceutical research, development, manufacturing and commercial
operations company. Tolmar develops and manufacturers both
proprietary and generic pharmaceutical products with specific focus
in therapeutic areas of dental, dermatology, and oncology. The
company�s strengths include a proven developmental, clinical,
regulatory and manufacturing infrastructure with highly trained and
experienced staff. Tolmar�s lead Dental product is ATRIDOX�, which
is the only Locally Applied Antimicrobial that is clinically proven
for all three of the following indications: gain in clinical
attachment, reduction in probing depth, and reduction in bleeding
on probing. Tolmar also manufactures and sells ATRISORB� FreeFlow�
and Atrisorb�-D FreeFlow�, which are bioabsorbable guided tissue
regeneration barriers indicated for use in periodontal surgical
procedures.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are based largely on Zila�s expectations
or forecasts of future events, can be affected by inaccurate
assumptions and are subject to various business risks and known and
unknown uncertainties, a number of which are beyond Zila�s control.
Forward-looking statements include, but are not limited to,
statements about the proposed merger transaction involving Zila and
Tolmar, including the timing of the closing of the proposed merger
and other statements that are not historical facts. The following
factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the failure of
Zila�s stockholders to approve the proposed merger transaction; the
failure of Zila or Tolmar to satisfy any other condition to the
completion of the proposed merger transaction; and the risk that
the transaction will be delayed. Additional factors that may affect
future results are discussed in Zila�s Form 10-K for its fiscal
year ended July 31, 2008 and Form 10-Q for the quarter ended April
30, 2009. Zila disclaims any obligation to update and/or revise
statements contained in these materials based on new information or
otherwise.
Additional Information Regarding the Merger
In connection with the proposed merger transaction, Zila intends
to file with the Securities and Exchange Commission (the �SEC�) a
proxy statement and other relevant materials. These materials will
also be mailed to Zila�s stockholders. STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT AND RELATED MATERIALS IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE. SUCH MATERIALS WILL CONTAIN IMPORTANT
INFORMATION ABOUT ZILA, TOLMAR AND THE PROPOSED MERGER TRANSACTION,
AND STOCKHOLDERS SHOULD CAREFULLY CONSIDER THEM BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS IN CONNECTION WITH THE PROPOSED
MERGER TRANSACTION. The proxy statement and related materials (when
they become available), and any other documents filed by Zila with
the SEC, may be obtained free of charge at the SEC�s web site,
www.sec.gov. In addition, Zila�s stockholders may obtain free
copies of the documents filed by Zila with the SEC by contacting
the Company�s Vice President, General Counsel and Secretary at
Zila, Inc., 16430 North Scottsdale Road, Suite 450, Scottsdale,
Arizona 85254-1770, or by calling (602) 266-6700. This press
release does not constitute an offer of any securities for sale or
the solicitation of any proxy.
Zila, its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from the company�s stockholders in favor of
the proposed merger transaction. Information regarding Zila�s
directors and executive officers and their respective interests in
the proposed merger transaction (which may be different from those
of Zila�s stockholders generally) is included in the proxy
statements and Annual Reports on Form 10-K that Zila has previously
filed with the SEC. When it becomes available, the proxy statement
relating to the proposed merger transaction will include
information regarding all of Zila�s participants in the
solicitation of proxies in favor of approving the merger.
Stockholders of Zila can obtain free copies of these documents by
using the contact information provided above.
For more information about the Company and its products, please
visit www.zila.com.
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