Key Developments For Zila, Inc.
Zila, Inc. (ZILA.O) (Consolidated Issue listed on NASDAQ Capital Market)
Zila Inc. Delists From NASDAQ Stock Exchange-Stock Exchange
The Stock Exchange reported that Zila Inc. has been delisted from NASDAQ Stock Exchange.
Zila Inc. Completes Merger With TOLMAR Holding, Inc.
Zila Inc. announced the completion of the merger with a subsidiary of TOLMAR Holding, Inc. Pursuant to the merger agreement between the companies, at the effective time of the merger all outstanding shares of Zila`s common stock were converted into the right to receive $0.45 per share in cash. As a result of the transaction, Zila has become a wholly owned subsidiary of TOLMAR Holding, Inc., which also owns Tolmar, Inc., a U.S. based privately held, pharmaceutical research, development, manufacturing and commercial operations company. TOLMAR Holding, Inc. expects Zila to continue as a stand alone business unit.
Zila Inc. Amends Merger Agreement With Tolmar Holding, Inc.
Zila Inc. announced that its definitive merger agreement with Tolmar Holding, Inc., a privately held, pharmaceutical research, development, manufacturing and commercial operations company, has been amended to reflect a higher price per share. Under the terms of the revised agreement, Tolmar will acquire, for cash, all of Zila's common stock for $0.45 per share and preferred stock for $0.50 per share. Zila's Board of Directors encouraged Tolmar to increase its offer from $0.38 per share of common stock to clearly demonstrate the superiority of its offer over another offer that was contingent upon acquiring Zila's debt. The proposed merger transaction is subject to customary closing conditions, including approval by Zila's stockholders, but is not subject to any financing contingency and is no longer dependent upon Tolmar acquiring Zila's debt. As part of the note purchase Tolmar acquired 435,084 shares of Zila stock, representing approximately 4% of the outstanding common stock, from the note holders with a proxy to vote it in favor of the merger. Zila intends to hold a special meeting of its stockholders as soon as practicable and the parties anticipate that the proposed merger will close by September. Upon the completion of the proposed merger, Zila will no longer be a publicly traded company.
Intelident Solutions Reaffirms Proposal To Acquire Zila Inc.
Intelident Solutions, Inc. (Intelident) announced that it has reaffirmed its offer to acquire Zila Inc. for $0.42 per Common share and $0.48 per Preferred share. In addition, Intelident announced that it has filed a complaint in the Delaware Court of Chancery accusing Zila's Directors of breach of fiduciary duty. Intelident has also named Tolmar Holding Inc. and related entities (Tolmar) as defendants in the complaint, accusing Tolmar of aiding and abetting the breach of fiduciary duties by Zila's Directors. The five-count complaint alleges that; Zila's Directors have breached their fiduciary duties to Zila's shareholders by entering into an agreement with Tolmar that prevents the Zila Board from accepting Intelident's Superior Proposal; Tolmar aided and abetted the breach of fiduciary duties by Zila's Directors by insisting upon merger transaction documents that prevent Zila's Directors from meaningfully considering Intelident's Superior Proposal; Zila fraudulently induced Intelident into executing a non-disclosure and standstill agreement by misrepresenting that Intelident could negotiate the purchase of Zila's Senior Secured Notes directly from the Noteholders; The non-disclosure and standstill agreement are unenforceable due to the unlawful manner in which Zila's Directors are attempting to enforce it; and Zila breached the Covenant of Good Faith and Fair Dealing by refusing Intelident's request to present its bid directly to Zila's shareholders.
Zila Inc. Announces Board Finds The Intelident Solutions Inc. Proposal Not Superior To Tolmar Offer
Zila Inc. announced that its Board of Directors has carefully reviewed a non-binding contingent proposal submitted by Intelident Solutions Inc. to Zila on July 7, 2009 to acquire all of Zila`s common stock for $0.42 per share. The Board concluded that the Intelident proposal is not superior to Zila`s existing agreement to be acquired by Tolmar Holding, Inc..
