Physicians Formula Holdings Receives Acquisition Proposal

Physicians Formula Holdings FACE announced that it has received an unsolicited, nonbinding proposal 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. In accordance with the terms of the Agreement and Plan of Merger (the "Merger Agreement") that was entered into on August 14, 2012 between the Company and affiliates of Swander Pace Capital, the Company and its representatives have engaged in and are continuing to engage in discussions and negotiations with the third party who submitted the Acquisition Proposal. As discussions and negotiations with the third party could terminate at any time, the Company's board of directors has not determined at this time that the Acquisition Proposal constitutes a Superior Proposal (as such term is defined in the Merger Agreement) and consequently has not changed its recommendation with respect to the Company's pending merger with affiliates of Swander Pace Capital to be effected See full press release