New Suitor Proposes Acquistion Terms for Physicians Formula

Physicians Formula Holdings, Inc. announced it has received an unsolicited, nonbinding proposal by an undisclosed party to acquire all its outstanding shares of common stock at a price of $4.90 per share, subject to several conditions, including the completion of due diligence and securing of financing commitments by the third party who submitted the proposal and the negotiation of a mutually acceptable definitive agreement. This follows a mid-August proposed acquisition of Physicians Formula by private equity firm Swander Pace Capital.

In accordance with the terms of the agreement and plan of merger that was entered into on Aug. 14, 2012 between the company and affiliates of Swander Pace Capital, Physicians Formula and its representatives have engaged in and are continuing to engage in discussions and negotiations with the new, third party who submitted the acquisition proposal. As discussions and negotiations with the third party could terminate at any time, Physicians Formulas’ board of directors has not determined at this time that the acquisition proposal constitutes a superior proposal to its merger agreement with Swander Pace Capital and consequently has not changed its recommendation with respect to the company's pending merger with affiliates of Swander Pace Capital to be effected pursuant to the merger agreement. The board is continuing to evaluate the acquisition proposal.

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