NBTY, Inc. Announces Plans to Offer $150 Million of Senior Subordinated Notes
09 Settembre 2005 - 2:00PM
PR Newswire (US)
BOHEMIA, N.Y., Sept. 9 /PRNewswire-FirstCall/ -- NBTY, Inc.
(NYSE:NTY) (http://www.nbty.com/), a leading global manufacturer
and marketer of nutritional supplements, announced today that it
intends, subject to market and other conditions, to offer $150
million in aggregate principal amount of Senior Subordinated Notes
due 2015 (the "Notes"). NBTY anticipates that the Notes will be
unsecured senior subordinated obligations and will be guaranteed on
an unsecured senior subordinated basis by certain of its domestic
subsidiaries. NBTY anticipates using the proceeds of the Notes plus
cash on hand to repurchase all of its issued and outstanding 8-5/8%
senior subordinated notes due 2007 pursuant to its previously
announced pending tender offer or, to the extent not tendered,
pursuant to the optional redemption provisions applicable to such
notes. This statement of intent shall not constitute a notice of
redemption under the indenture governing the 8-5/8% senior
subordinated notes, and there can be no assurance that such a
notice will be given or that such notes will be redeemed by the
Company. The Notes will be sold to qualified institutional buyers
under Rule 144A and outside the United States in compliance with
Regulation S under the Securities Act of 1933, as amended (the
"Securities Act"). The Notes have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements. This announcement shall not constitute an offer to
sell or a solicitation of an offer to buy the Notes, nor shall
there be any sales of the Notes in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. 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) adverse publicity regarding nutritional
supplements; (ii) slow or negative growth in the nutritional
supplement industry; (iii) 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; (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, including administrative and criminal
proceedings; (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.
Since NBTY is not subject to the certification requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 until its fiscal year
ended September 30, 2005, NBTY cannot be certain that the measures
taken to comply with Section 404 by the Company will be sufficient
to meet the requirements thereof. As required by Section 404 of the
Sarbanes-Oxley Act of 2002, NBTY expects to complete the Section
404 certification process for its fiscal year ended September 30,
2005. 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 of
NBTY, Inc., +1-631-200-2020; or Carl Hymans of G.S. Schwartz &
Co., +1-212-725-4500, or Web site: http://www.nbty.com/
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