Zila Amends Merger Agreement With Tolmar

Zila has amended the merger agreement with Tolmar Holding, a pharmaceutical research, development, manufacturing and commercial operations company, to reflect a higher price per share.

Under the terms of the revised agreement, Tolmar would acquire all of Zila’s common stock for cash $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 demonstrate the superiority of its offer over another offer, that was contingent upon acquiring Zila’s debt.

Zila has received notice from Tolmar that it has purchased all of the Zila senior secured notes from the note holders. Zila was not involved in the decision by Tolmar to acquire the notes at this time. Also, Tolmar and Zila entered into a forbearance agreement which prohibits Tolmar from accelerating such notes until November, notwithstanding Zila’s existing interest payment defaults.

David Bethune, chairman and CEO of Zila, said: The Zila Board of Directors has continued its efforts to secure the best possible outcome for our stockholders. In the coming days we expect to complete a proxy statement that will provide our stockholders with all the details of the proposed merger and how the voting process works.