Intelident Solutions Reaffirms Proposal to Acquire Zila
15 Julio 2009 - 7:12AM
PR Newswire (US)
Commences Litigation Accusing Zila Board of Breach of Fiduciary
Duty Names Tolmar as Defendant for Aiding and Abetting Fiduciary
Breach TAMPA, Fla., July 15 /PRNewswire/ -- Intelident Solutions,
Inc. ("Intelident") today announced that it has reaffirmed its
offer to acquire Zila, Inc. (NasdaqCM: ZILA) 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: 1. 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 2. 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 3. 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 4. The
non-disclosure and standstill agreement are unenforceable due to
the unlawful manner in which Zila's Directors are attempting to
enforce it. For instance, Zila issued an inaccurate and incomplete
press release on July 10, 2009, and is attempting to use the
non-disclosure and standstill agreement to prevent Intelident from
setting the record straight regarding its Superior Proposal 5. Zila
breached the Covenant of Good Faith and Fair Dealing by refusing
Intelident's request to present its bid directly to Zila's
shareholders Intelident's complaint requests that the Court suspend
any further efforts by Zila and Tolmar to consummate the Merger
Agreement and the Note Purchase Agreement and to permit Intelident
to take the steps necessary to pursue its Superior Proposal. "We
regret that we have had to resort to legal action to obtain fair
consideration from Zila's Directors," said Thomas Marler,
Intelident's CEO, "but Zila has blocked all our efforts to bring a
better offer to Zila's shareholders." Intelident's offer of $0.42
per share of Common stock represents a premium of 10.5% over the
amount offered to common stockholders by Tolmar. Intelident's offer
of $0.48 per share of Preferred stock represents a premium of 9.1%
over the Tolmar offer. Contrary to Zila's assertion in its July 10,
2009 press release that Intelident's offer had "strings attached",
there are very few differences in the terms and conditions between
Intelident's proposed agreement and the Tolmar Merger Agreement
other than Intelident's substantial improvements in the price per
share. "The most significant issue concerns Zila's senior secured
debt," said Marler. "Zila has suggested publicly that any potential
acquirer could purchase their Senior Secured Notes," Marler
continued, "but as we claim in our lawsuit, this is false. We now
know that Tolmar's agreement with the Senior Secured Noteholders
prevents Zila from accepting a superior offer from Intelident or
any other party. By failing to allow room to consider superior
offers, Zila's Directors have breached their fiduciary duties to
Zila's stockholders." As part of its lawsuit, Intelident seeks a
level playing field so that it can negotiate the purchase of Zila's
Senior Secured Notes from Zila's Noteholders. "We remain committed
to pursuing a merger with Zila because of the tremendous
opportunities a merger would bring to both companies," said Marler.
"Although Zila has never been profitable, we are very impressed by
Zila's operational and sales team, its core products, and its
technology. Intelident brings a significant track record of
operational and financial success to the combined enterprise, which
should allow Zila to finally reach its full potential." About
Intelident Solutions, Inc. Intelident Solutions is a privately-held
company dedicated to advancing the practice of dentistry through
innovation and technology. It is the parent company of several
dentistry-related enterprises. The company is headquartered in
Tampa, Florida. Important Information This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. This
press release relates to a business combination transaction with
Zila proposed by Intelident, which may become the subject of a
registration statement filed with the Securities and Exchange
Commission (the "SEC"). This material is not a substitute for the
prospectus/proxy statement Intelident would file with the SEC
regarding the proposed transaction if such a negotiated transaction
with Zila is reached or for any other document which Intelident may
file with the SEC and send to Zila stockholders in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ZILA
ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Such documents would be available free of charge through the web
site maintained by the SEC at http://www.sec.gov/, by calling the
SEC at telephone number 800-SEC-0330. All information in this press
release concerning Zila, including its business, operations and
financial results, was obtained from public sources. While
Intelident has no knowledge that any such information is inaccurate
or incomplete, Intelident has not had the opportunity to verify any
of that information. For more information contact: Lauren Key (866)
823-8601 DATASOURCE: Intelident Solutions, Inc. CONTACT: Lauren Key
of Intelident Solutions, Inc., +1-866-823-8601 Web Site:
http://www.intelidentsolutions.com/
Copyright