Intelident Solutions Reaffirms Proposal to Ac... ( ...)

Intelident Solutions Reaffirms Proposal to Acquire Zila

Date:7/15/2009

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:

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
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
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
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
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 re
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