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Swander Pace To AcquirePhysicians Formula

August 31, 2012

• Physicians Formula Holdings, Inc. and Swander Pace Capital have entered into a definitive merger agreement under which affiliates of Swander Pace will acquire Physicians Formula, the maker of a range of skin care products.

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 Aug. 14, 2012 and a 21% premium to the company’s one-month volume-weighted average price of $3.50 per share.

The Physicians Formula board of directors, acting upon the unanimous recommendation of its 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.
Upon close of the merger, Physicians Formula will be privately owned and will continue to be operated by the company’s current management team and employees.

Physicians Formula, founded in 1937 by Dr. Frank Crandall and known as a “masstige brand” of prestige-style products sold in the mass market, will remain based in Azusa, CA.

“Our board of directors, following a thorough analysis by its special committee, has determined that this transaction offers the best value for our stockholders,” said Ingrid Jackel, Physicians Formula chairwoman and chief executive officer.

“We are pleased that Swander Pace has agreed to purchase our company. The firm has a record of success in acquiring and operating companies in the consumer space, and we believe they will add value to our business as we continue to successfully execute our growth initiatives,” Jackel continued.
The transaction, subject to closing conditions including receipt of Physicians Formula stockholder approval, is expected to close later this year.
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