Natrol Inc - Written communication by the subject company relating to a third party tender offer (SC14D9C)
20 Novembre 2007 - 11:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
___________________________
NATROL, INC.
(Name of Subject Company)
___________________________
NATROL, INC.
(Names of Person(s) Filing Statement)
___________________________
Common Stock, $0.01 par value
(Title of Class of Securities)
___________________________
638789107
(CUSIP Number of Class of Securities)
___________________________
Steven S. Spitz
Vice President and General Counsel
Natrol, Inc.
21411 Prairie Street
Chatsworth, California 91311
(818) 739-6000
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
___________________________
With copies to:
Clifford E. Neimeth, Esq.
Greenberg Traurig, LLP
The MetLife Building
200 Park Avenue
New York, New York 10166
(212) 801-9200
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Check the box if the
filing relates solely to preliminary communications made before the commencement
of a
tender offer.
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The following is an email sent by Wayne Bos to Natrol
employees on November 19, 2007:
Here is an announcement from Wayne Bos:
I am pleased to announce that Natrol is about to enter a new era in its
corporate life. Attached is the press release issued by Natrol today announcing
an agreement whereby Plethico Pharmaceuticals Limited will acquire all shares of
Natrol. Plethico, a herbal/nutraceutical focused Indian company, engages in the
manufacture, marketing and distribution of pharmaceutical and allied healthcare
products in India and internationally. The company's product portfolio includes
herbal health care products, consumer healthcare products and neutraceuticals.
The company operates in Commonwealth of Independent States (CIS), Africa, South
East Asia, Latin America and certain Gulf countries. Plethico was founded in
1991 and has its corporate office in Mumbai, India.
The offer from Plethico has the support of Natrol's board and we anticipate the
transaction as announced in the press release will be successfully concluded.
What does it mean for you? Plethico intends that Natrol continues to largely
operate as it does today. The change of ownership will have no material impact
on the day-to-day operations of the company but does give us more resources to
apply to growth. The current management team will continue to run the business
and it is generally intended that employees of the company will continue to
perform the same job functions they are performing today.
This is an exciting opportunity for us all. I look forward to continuing to work
with the entire Natrol team in growing our business together and welcome the
potential of having Plethico as the new parent of the company.
Wayne Bos
President and CEO
Important information
The tender offer described in this announcement
has not yet been commenced. This announcement and the description contained
herein is neither an offer to purchase nor a solicitation of an offer to
sell shares of Natrol. At the time the tender offer is commenced, Plethico
and its wholly owned subsidiary intend to file with the Securities and Exchange
Commission a Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents relating to
the tender offer, and Natrol intends to file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. Plethico, its
wholly owned subsidiary and Natrol intend to mail these documents to the
stockholders of Natrol. These documents will contain important information
about the tender offer and stockholders of Natrol should read them carefully
when they become available before any decision is made with respect to the
tender offer. Stockholders of Natrol will be able to obtain a free copy of
these documents (when they become available) and other documents filed by
Natrol with the SEC at the website maintained by the SEC at www.sec.gov.
In addition, stockholders of Natrol will be able to obtain a free copy of
these documents (when they become available) from Natrol by contacting Natrol,
Inc. at 21411 Prairie Street, Chatsworth, California 91311, attention General
Counsel.
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