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Intelident Solutions Reaffirms Proposal to Acquire Zila
Date:7/15/2009

quests 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 ver
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SOURCE Intelident Solutions, Inc.
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