Merger Agreement |
6 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Merger Agreement [Abstract] | |
| Merger Agreement |
Note 11 – Merger Agreement On April 6, 2016, the Company and APP announced that they had entered into a definitive merger agreement under which the Company will reincorporate as a Delaware corporation (FHC Delaware) and then APP will become a wholly owned subsidiary of FHC Delaware. Under the terms of the merger agreement, pursuant to the reincorporation merger, each share of common stock of FHC will be converted into the right to receive one share of common stock of FHC Delaware, and then pursuant to the APP merger the shares of APP common stock and preferred stock in the aggregate will be converted into the right to receive such number of shares of common stock of FHC Delaware that will equal 45% of the total number of outstanding shares of common stock of FHC Delaware on a fully-diluted basis following such issuance. As a result, immediately following the mergers, shareholders of the Company will hold approximately 55% of the outstanding shares of common stock of FHC Delaware and shareholders of APP will hold approximately 45% of the outstanding shares of common stock of FHC Delaware. This 55%/45% allocation will be subject to dilution (which will be shared by the FHC shareholders and APP shareholders) from the issuance by FHC Delaware after the mergers of equity awards to an FHC director and an FHC consultant and the issuance of a warrant to FHC’s financial advisor. Completion of the transaction will constitute an event of default under the Credit Agreement as a "change of control" as defined in the Credit Agreement and require a waiver of other covenants in the Credit Agreement. As a result, the line of credit will not remain in place after the completion of the transaction, and any amounts outstanding will become due upon the completion of the transaction, unless BMO Harris Bank agrees to waive the change of control provision and other applicable provisions of the Credit Agreement in connection with the transaction. Discussions are underway between the Company and BMO Harris Bank. The transaction is subject to approval by the Company's shareholders and the satisfaction of customary closing conditions. The transaction is expected to be completed in the fourth quarter of fiscal 2016. APP is a privately held therapeutics company focused on the development and commercialization of pharmaceutical and consumer health products for men’s and women’s health, diseases and oncology. For men, product and product candidates are in the areas of benign prostatic hyperplasia, male infertility, amelioration of side effects of hormonal prostate cancer therapies, gout, sexual dysfunction, and prostate cancer. For women, product candidates are for female sexual health and advanced breast and ovarian cancers.
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