Female Health's board neutral on Red Oak's partial tender offer, shareholders must decide themselves

By Lisa Kerner

Charlotte, N.C., April 11 - The Female Health Co.'s board of directors said it will not make any recommendations in response to the March 30 unsolicited partial tender offer from Red Oak Fund, LP to purchase up to 1.2 million shares of the company's common stock for $2.27 per share in cash.

The company is also filing a schedule 14D-9 solicitation/recommendation statement with the Securities and Exchange Commission stating that a shareholder's decision on whether or not to tender is a personal investment decision based upon each individual stockholder's particular circumstances.

Female Health does not believe any of its executive officers or directors currently intend to tender shares of the company's common stock in the offer, other than Stephen M. Dearholt, who may tender up to 100,000 shares, according to a company news release.

"We have executed a standstill agreement with the company agreeing that for a period of up to one year we will not seek representation on the board, and we have no plans to seek, propose, or assist anyone else with the change of control," Red Oak managing director David Sandberg stated in a news release announcing the tender offer.

"We believe the company is well managed and represents an attractive investment, and we are making this offer because the number of shares available in over-the-counter transactions has been insufficient. Also, we want to be sure that all shareholders, not just those who follow the bulletin board market, have a chance to decide whether they wish to accept our offer."

Red Oak Partners is a privately held investment fund.

Female Health is a Chicago-based consumer health products company.

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