Transaction Valuation(1) | Amount of Filing Fee(2) | |
$75,542,928 | $5,386.21 |
(1) | Estimated for purposes of calculating the filing fee only. The valuation was estimated by multiplying the offer price of $8.00 per share by 9,442,866 shares of Matrixx Initiatives, Inc. common stock outstanding. | |
(2) | Calculated in accordance with Exchange Act Rule 0-11 by multiplying the transaction value by 0.0000713 |
þ | 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. |
Amount Previously Paid: | $5,388 | Filing Party: | Wonder Holdings, Inc. | |||||||
Form or Registration No.: | Schedule TO | Date Filed: | December 22, 2010 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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. |
1
WONDER HOLDINGS, INC. |
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By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Title: | Attorney in Fact | |||
WONDER HOLDINGS ACQUISITION CORP. |
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By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Title: | Attorney in Fact | |||
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. Its: Manager |
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By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Title: | Vice President and General Counsel | |||
H.I.G. BAYSIDE ADVISORS II, LLC By: H.I.G.-GPII, Inc. Its: Manager |
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By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Title: | Vice President and General Counsel | |||
H.I.G.-GPII, INC. |
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By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Title: | Vice President and General Counsel | |||
SAMI W. MNAYMNEH |
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By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Title: | Attorney in Fact | |||
ANTHONY A. TAMER |
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By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Title: | Attorney in Fact |
Exhibit No. | Description | |
(a)(1)(A)
|
Offer to Purchase, dated December 22, 2010.* | |
(a)(1)(B)
|
Form of Letter of Transmittal.* | |
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(F)
|
Form of Summary Advertisement as published on December 22, 2010 in the New York Times.* | |
(a)(1)(G)
|
Joint Press Release issued by H.I.G. Capital, LLC and Matrixx Initiatives, Inc. on December 22, 2010.* | |
(a)(1)(H)
|
Joint Press Release issued by H.I.G. Capital, LLC and Matrixx Initiatives, Inc. on December 29, 2010.* | |
(a)(1)(I)
|
Press Release issued by H.I.G. Capital, LLC on January 19, 2011.* | |
(a)(1)(J)
|
Press Release issued by H.I.G. Capital, LLC on January 28, 2011.* | |
(a)(1)(K)
|
Press Release issued by H.I.G. Capital, LLC on February 1, 2011. | |
(a)(5)(A)
|
Complaint dated January 7, 2011, filed in the Superior Court of the State of Arizona, County of Maricopa, captioned Schneider v. Hemelt et al.* | |
(b)
|
Not applicable. | |
(d)(1)
|
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).* | |
(d)(2)
|
Exclusivity and Confidentiality Agreement, dated as of March 26, 2010, between Matrixx Initiatives, Inc. and H.I.G. Middle Market LLC.* | |
(d)(3)
|
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).* | |
(d)(4)
|
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.* | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
* | Previously filed. |