Zila Responds to Intelident Litigation
July 15 2009 - 6:50PM
Business Wire
Zila, Inc. (Nasdaq:ZILA) today issued the following response to
a complaint filed in the Delaware Court of Chancery by Intelident
Solutions, Inc.:
�Zila is disappointed that Intelident is using a litigation
strategy to achieve its objectives. Intelident appears to be
attempting to confuse shareholders with an offer that clearly fails
to satisfy conditions necessary to consummate a transaction.
Intelident was involved in litigation when it acquired Coast
Dental. Zila will not comment on the litigation, but is confident
that the Delaware court will reject Intelident�s claims, so that
Zila can avoid bankruptcy and bring value to its shareholders. The
Board continues to be prepared to review and act upon superior
offers for the benefit of its shareholders in accordance with the
exercise of its fiduciary duties.�
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.
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 litigation with Intelident 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 Holding, Inc. (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
As previously announced on June 25, 2009, Zila entered into a
definitive merger agreement with Tolmar. On July 2, 2009, Zila
filed with the Securities and Exchange Commission (SEC) a
preliminary proxy statement relating to the proposed merger with
Tolmar. Zila intends to file a definitive proxy statement and other
relevant materials with the SEC in the near future. 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 definitive 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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