RONKONKOMA, N.Y., July 15 /PRNewswire-FirstCall/ -- NBTY, Inc.
(NYSE: NTY), a leading global manufacturer and marketer of
nutritional supplements, today announced the execution of a
definitive merger agreement under which The Carlyle Group will
acquire NBTY in a transaction valued at $3.8
billion. Under the terms of the merger agreement, Carlyle
will acquire all of the outstanding common shares of NBTY for
$55.00 per share in cash,
representing a premium of approximately 57% over NBTY's average
closing share price during the 30 trading days ended July 14, 2010.
The board of directors of NBTY has unanimously approved the
merger agreement and recommended that NBTY's stockholders adopt the
agreement with Carlyle. A special meeting of NBTY's stockholders
will be held as soon as practicable after the preparation and
filing of a proxy statement with the Securities and Exchange
Commission and subsequent mailing to shareholders. The
mailing of the proxy statement is expected to take place following
the expiration of the 35 calendar day period following the date of
the merger agreement, during the course of which NBTY is permitted
to solicit alternative proposals from third parties. The
transaction is expected to close by the end of 2010.
Completion of the transaction is subject to customary conditions
to closing, including approval of NBTY stockholders and regulatory
approvals, but is not subject to any condition with regard to the
financing of the transaction. The transaction has fully
committed financing, consisting of a combination of equity
contributed by Carlyle Partners V, a $13.7
billion U.S. buyout fund, and external debt financing
provided by BofA Merrill Lynch, Barclays Capital and Credit Suisse.
Commenting on the transaction, NBTY Chairman and Chief Executive
Officer Scott Rudolph said, "This
transaction delivers exceptional value to our shareholders. For our
wholesale and retail customers, our commitment to quality and
innovation will continue to be our focus. We will leverage
Carlyle's global resources and consumer sector knowledge to further
drive the Company's global growth."
Sandra Horbach, Carlyle Managing
Director and Head of the Consumer and Retail sector team, said,
"NBTY is an outstanding business with well-established brands, a
proven vertically integrated multi-channel/multi-geography strategy
and strong, long-standing customer relationships. We are
impressed with the business that has been built under the
leadership of Scott Rudolph, and are
excited to work with him and the senior management team to drive
continued growth."
BofA Merrill Lynch and Centerview Partners LLC are acting as
financial advisors to NBTY, and Sullivan & Cromwell LLP is
acting as the legal advisor to NBTY. Barclays Capital and
Credit Suisse are acting as financial advisors to Carlyle, and
Latham & Watkins LLP is acting as Carlyle's legal advisor.
About NBTY, Inc.
NBTY is a leading global 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 22,000 products, including products marketed by the Company's
Nature's Bounty® (www.NaturesBounty.com), Vitamin World®
www.VitaminWorld.com), Puritan's Pride® (www.Puritan.com),
Holland & Barrett®
(www.HollandAndBarrett.com), Rexall® (www.Rexall.com), Sundown®
(www.SundownNutrition.com), MET-Rx® (www.MetRX.com), Worldwide
Sport Nutrition® (www.SportNutrition.com), American Health®
(www.AmericanHealthUS.com), GNC (UK)® (www.GNC.co.uk), DeTuinen®
(www.DeTuinen.nl), LeNaturiste™ (www.LeNaturiste.com), SISU®
(www.SISU.com), Solgar® (www.Solgar.com), Good 'n' Natural®
(www.goodnnatural.com), Home Health™ (www.homehealthus.com),
Julian Graves, Ester-C®
(www.Ester-C.com) and Natural Wealth (www.naturalwealth.com)
brands. NBTY routinely posts information that may be important to
investors on its web site.
About The Carlyle Group
The Carlyle Group is a global alternative asset manager with
$90.5 billion of assets under
management committed to 67 funds as of March
31, 2010. Carlyle invests across three asset classes -
private equity, real estate and credit alternatives - in
Africa, Asia, Australia, Europe, North
America and South America
focusing on aerospace & defense, automotive &
transportation, consumer & retail, energy & power,
financial services, healthcare, industrial, infrastructure,
technology & business services and telecommunications &
media. Since 1987, the firm has invested $60.6 billion of equity in 969 transactions. The
Carlyle Group employs more than 880 people in 19 countries. In the
aggregate, Carlyle portfolio companies have more than $84 billion in revenue and employ more than
398,000 people around the world. www.carlyle.com.
Forward-looking Statements
This release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to NBTY, the proposed merger and its 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. but are
not limited to (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 God, 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 and
intellectual property 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 and manufacturing 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 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
energy 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; (xxxiii) potential investment
losses as a result of liquidity conditions; and (xxxiv) other
factors beyond the Company's control, and (xxxiv) uncertainties
associated with the proposed sale of NBTY to a company controlled
by Carlyle, including uncertainties relating to the anticipated
timing of filings and approvals relating to the transaction, the
expected timing of completion of the transaction and the ability to
complete the transaction.
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.
Additional Information and Where to Find It
In connection with the Merger, the Company will prepare a proxy
statement to be filed with the SEC. When completed, a
definitive proxy statement and a form of proxy will be mailed to
the stockholders of the Company. BEFORE MAKING ANY VOTING
DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. The Company's stockholders will be able to obtain,
without charge, a copy of the proxy statement (when available) and
other relevant documents filed with the SEC from the SEC's website
at http://www.sec.gov. The Company's stockholders will also
be able to obtain, without charge, a copy of the proxy statement
and other relevant documents (when available) by directing a
request by mail or telephone to NBTY, Inc, Attn: General Counsel,
2100 Smithtown Avenue, Ronkonkoma, New
York 11779, telephone: (631) 567-9500, or from the Company's
website, http://www.nbty.com.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company's
stockholders with respect to the Merger. Information about
the Company's directors and executive officers and their ownership
of the Company's common stock is set forth in the proxy statement
for the Company's 2010 Annual Meeting of Stockholders, which was
filed with the SEC on January 15,
2010. Stockholders may obtain additional information
regarding the interests of the Company and its directors and
executive officers in the Merger, which may be different than those
of the Company's stockholders generally, by reading the proxy
statement and other relevant documents regarding the Merger, when
filed with the SEC.
Contacts:
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NBTY, Inc.:
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The Carlyle Group:
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Carl Hymans
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Chris Ullman
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212 725 4500
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(202) 729-5399
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carlh@schwartz.com
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chris.ullman@carlyle.com
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SOURCE NBTY, Inc.