Swander Pace to Acquire Physicians Formula (FACE) in $65M Deal
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Physicians Formula Holdings, Inc. (Nasdaq: FACE) and Swander Pace Capital entered into a definitive merger agreement under which affiliates of Swander Pace will acquire Physicians Formula.
Under the terms of the merger agreement, Swander Pace, through its affiliates, will acquire all outstanding shares of the common stock of Physicians Formula for $4.25 per share in cash, or approximately $65 million. The per share price represents a premium of approximately 15% over Physicians Formula's closing stock price on August 14, 2012 and a 21% premium to the Company's one-month volume-weighted average price of $3.50 per share. The Physicians Formula's Board of Directors, acting upon the unanimous recommendation of its Special Committee (the "Special Committee") composed solely of independent directors, unanimously approved the merger agreement and resolved to recommend that the Company's stockholders vote to adopt the merger agreement.
The transaction, subject to various closing conditions including receipt of Physicians Formula stockholder approval, is expected to close later this year. This approval will be sought at a special meeting of stockholders. In connection with the transaction, certain stockholders of the Company who collectively own approximately 22% of the outstanding shares of the Company's common stock have entered into voting agreements pursuant to which they have agreed to, among other things, vote their shares in favor of the Merger, subject to the certain exceptions.
Blackstone Advisory Partners L.P. is serving as exclusive financial advisor to the Special Committee, and has delivered a fairness opinion in connection with this transaction. Sheppard Mullin Richter & Hampton LLP is serving as legal advisor to the Company and Kirkland & Ellis LLP provided legal counsel to Swander Pace in connection with the transaction.
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Under the terms of the merger agreement, Swander Pace, through its affiliates, will acquire all outstanding shares of the common stock of Physicians Formula for $4.25 per share in cash, or approximately $65 million. The per share price represents a premium of approximately 15% over Physicians Formula's closing stock price on August 14, 2012 and a 21% premium to the Company's one-month volume-weighted average price of $3.50 per share. The Physicians Formula's Board of Directors, acting upon the unanimous recommendation of its Special Committee (the "Special Committee") composed solely of independent directors, unanimously approved the merger agreement and resolved to recommend that the Company's stockholders vote to adopt the merger agreement.
The transaction, subject to various closing conditions including receipt of Physicians Formula stockholder approval, is expected to close later this year. This approval will be sought at a special meeting of stockholders. In connection with the transaction, certain stockholders of the Company who collectively own approximately 22% of the outstanding shares of the Company's common stock have entered into voting agreements pursuant to which they have agreed to, among other things, vote their shares in favor of the Merger, subject to the certain exceptions.
Blackstone Advisory Partners L.P. is serving as exclusive financial advisor to the Special Committee, and has delivered a fairness opinion in connection with this transaction. Sheppard Mullin Richter & Hampton LLP is serving as legal advisor to the Company and Kirkland & Ellis LLP provided legal counsel to Swander Pace in connection with the transaction.
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