NBTY, Inc. Announces Cash Tender Offer for Its 8 - 5/8% Senior Subordinated Notes Due 2007
25 Agosto 2005 - 2:30PM
PR Newswire (US)
BOHEMIA, N.Y., Aug. 25 /PRNewswire-FirstCall/ -- NBTY, Inc.
(NYSE:NTY) (http://www.nbty.com/), a leading global manufacturer
and marketer of nutritional supplements, announced today that it
has initiated a cash tender offer (the "Offer") for any and all of
its $150 million aggregate principal amount of 8 - 5/8% Senior
Subordinated Notes due 2007 (the "Notes"). The Offer is being made
upon the terms and subject to the conditions set forth in an Offer
to Purchase dated August 25, 2005. The Offer is scheduled to expire
at 11:59 p.m. (EDT) on September 22, 2005, unless extended or
terminated earlier (the "Expiration Date"). Holders of Notes who
tender their Notes on or prior to 11:59 a.m. (EDT) on September 15,
2005, unless extended or terminated earlier (the "Early
Participation Date"), will be eligible to receive total
consideration equal to $1,000 per $1,000 principal amount of the
Notes validly tendered. Holders who tender their Notes after 11:59
a.m. (EDT) on September 15, 2005, but prior to 11:59 p.m. (EDT) on
September 22, 2005, unless extended or earlier terminated, will be
eligible to receive $980 per $1,000 principal amount of the Notes
validly tendered, which is equal to the total consideration less an
early participation payment of $20 per $1,000 principal amount of
Notes tendered (the "Early Participation Payment"). The Early
Participation Payment would be paid only to holders who validly
tender and do not revoke the tender of their Notes prior to the
Early Participation Date, and whose Notes are accepted for payment.
In each case, holders that validly tender their Notes and whose
Notes are accepted for payment will be eligible to receive accrued
and unpaid interest up to, but not including, the payment date. The
payment date for any Notes tendered and accepted for payment is
expected to be promptly following the Expiration Date. In
accordance with the terms of the indenture pursuant to which the
Notes were issued, the Company may redeem the Notes at par, plus
accrued and unpaid interest, on or after September 15, 2005. NBTY
currently intends to redeem after September 15, 2005 the Notes not
tendered in the Offer pursuant to the terms of the indenture. This
statement of intent shall not constitute a notice of redemption
under the indenture. There can be no assurance that such a notice
will be given or that the Notes will be redeemed by the Company.
The Offer is conditioned upon the satisfaction of certain
conditions, including the consummation of the offering contemplated
by the following paragraph and general conditions. A more
comprehensive description of the Offer and its conditions can be
found in the Offer to Purchase. NBTY intends to finance the Offer,
as well as any optional redemption of the Notes, primarily with net
proceeds from a new offering of senior subordinated notes. Such
senior subordinated notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements. This announcement is neither an
offer to purchase or sell nor a solicitation of an offer to
purchase or sell the Notes. The offer is being made solely by the
Offer to Purchase dated August 25, 2005. NBTY has retained J.P.
Morgan Securities Inc. to serve as the Dealer Manager and D.F. King
Co., Inc. to serve as the Information Agent for the Offer. Requests
for documents may be directed to D.F. King & Co., Inc., by
telephone at (800) 628-8532 (toll-free) or (212) 269-5550 or in
writing at 48 Wall Street, 22nd Floor, New York, NY 10005.
Questions regarding the tender offer may be directed to Leonard
Carey at J.P. Morgan Securities Inc., at (212) 270-9769, Attention:
High Yield Capital Markets. ABOUT NBTY NBTY is a leading vertically
integrated manufacturer, marketer and distributor of a broad line
of high-quality, value-priced nutritional supplements in the United
States and throughout the world. Under a number of NBTY and third
party brands, the Company offers over 19,000 products, including
products marketed the Company's Nature's Bounty(R), Vitamin
World(R), Puritan's Pride(R), Holland & Barrett(R), Rexall(R),
Sundown(R), MET-Rx(R), WORLDWIDE Sport Nutrition(R), American
Health(R), GNC (UK)(R), DeTuinen(R), LeNaturiste(TM), SISU(R) and
Solgar(R) brands. This release contains certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 with respect to our financial condition, results
of operations and business. These forward-looking statements can be
identified by the use of terminology such as "subject to,"
"believe," "expects," "plan," "project," "estimate," "intend,"
"may," "will," "should," "can," or "anticipates," or the negative
thereof, or variations thereon, or comparable terminology, or by
discussions of strategy. Although all of these forward looking
statements are believed to be reasonable, they are inherently
uncertain. Factors which may materially affect such forward-looking
statements include: (i) slow or negative growth in the nutritional
supplement industry; (ii) interruption of business or negative
impact on sales and earnings due to acts of war, terrorism,
bio-terrorism, civil unrest or disruption of mail service; (iii)
adverse publicity regarding nutritional supplements; (iv) inability
to retain customers of companies (or mailing lists) recently
acquired; (v) increased competition; (vi) increased costs; (vii)
loss or retirement of key members of management; (viii) increases
in the cost of borrowings and/or unavailability of additional debt
or equity capital; (ix) unavailability of, or inability to
consummate, advantageous acquisitions in the future, including
those that may be subject to bankruptcy approval or the inability
of NBTY to integrate acquisitions into the mainstream of its
business; (x) changes in general worldwide economic and political
conditions in the markets in which NBTY may compete from time to
time; (xi) the inability of NBTY to gain and/or hold market share
of its wholesale and/or retail customers anywhere in the world;
(xii) unavailability of electricity in certain geographical areas;
(xiii) the inability of NBTY to obtain and/or renew insurance
and/or the costs of the same; (xiv) exposure to and expense of
defending and resolving, product liability claims and other
litigation; (xv) the ability of NBTY to successfully implement its
business strategy; (xvi) the inability of NBTY to manage its
retail, wholesale, manufacturing and other operations efficiently;
(xvii) consumer acceptance of NBTY's products; (xviii) the
inability of NBTY to renew leases for its retail locations; (xix)
the inability of NBTY's retail stores to attain or maintain
profitability; (xx) the absence of clinical trials for many of
NBTY's products; (xxi) sales and earnings volatility and/or trends
for the Company and its market segments; (xxii) the efficacy of
NBTY's Internet and on-line sales and marketing strategies; (xxiii)
fluctuations in foreign currencies, including the British Pound,
the Euro and the Canadian dollar; (xxiv) import- export controls on
sales to foreign countries; (xxv) the inability of NBTY to secure
favorable new sites for, and delays in opening, new retail
locations; (xxvi) introduction of and compliance with new federal,
state, local or foreign legislation or regulation or adverse
determinations by regulators anywhere in the world (including the
banning of products) and more particularly proposed Good
Manufacturing Practices in the United States, the Food Supplements
Directive and Traditional Herbal Medicinal Products Directive in
Europe and Section 404 requirements of the Sarbanes-Oxley Act of
2002; (xxvii) the mix of NBTY's products and the profit margins
thereon; (xxviii) the availability and pricing of raw materials;
(xxix) risk factors discussed in NBTY's filings with the U.S.
Securities and Exchange Commission; (xxx) adverse effects on NBTY
as a result of increased gasoline prices and potentially reduced
traffic flow to NBTY's retail locations; (xxxi) adverse tax
determinations; (xxxii) the loss of a significant customer of the
Company; and (xxxiii) other factors beyond the Company's control.
NBTY cannot be certain that the measures taken by the Company will
be sufficient to meet the section 404 requirements of the
Sarbanes-Oxley Act of 2002. Readers are cautioned not to place
undue reliance on forward-looking statements. NBTY cannot guarantee
future results, trends, events, levels of activity, performance or
achievements. NBTY does not undertake and specifically declines any
obligation to update, republish or revise forward- looking
statements to reflect events or circumstances after the date hereof
or to reflect the occurrences of unanticipated events.
Consequently, such forward-looking statements should be regarded
solely as NBTY's current plans, estimates and beliefs. Contact:
Harvey Kamil Carl Hymans NBTY, Inc. G.S. Schwartz & Co.
President & Chief Financial Officer 212-725-4500 631-200-2020
DATASOURCE: NBTY, Inc. CONTACT: Harvey Kamil, President & Chief
Financial Officer, NBTY, Inc., +1-631-200-2020; Carl Hymans, G.S.
Schwartz & Co., +1-212-725-4500, , for NBTY, Inc. Web site:
http://www.nbty.com/
Copyright
Grafico Azioni N B T Y (NYSE:NTY)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni N B T Y (NYSE:NTY)
Storico
Da Lug 2023 a Lug 2024