NEW YORK, March 15, 2012 /PRNewswire/ -- Weight
Watchers International, Inc. (NYSE: WTW) today announced that it
has completed an amendment to its existing credit facilities to
increase its borrowing capacity up to an additional $1.45 billion to finance the share purchases in
its pending tender offer and the previously announced related share
repurchase from Artal Sp. z o.o., Succursale de Luxembourg, the Company's majority
shareholder. The Company also obtained an extension of the
maturities of its revolving credit facility and a portion of its
previously existing term loan facility in connection with the
credit facilities amendment. The Company will be filing an
amendment to its previously announced "modified Dutch auction"
tender offer for up to $720.0 million
in value of its common stock, at a price not less than $72.00 per share and not greater than
$83.00 per share, to provide
additional details regarding the completion of the amendment to its
credit facilities in the tender offer materials.
Additionally, in connection with the tender offer amendment, the
Company is reporting that four executive officers of the Company
have indicated they expect to tender shares in the tender offer.
Mr. David P. Kirchhoff, President
and Chief Executive Officer and a director of the Company, Mr.
Jeffrey A. Fiarman, Executive Vice
President, General Counsel and Secretary, and Ms. Melanie Stubbing, President, Europe, have each advised the Company of their
intent to tender shares of common stock underlying stock options
that represent up to 25% of their share holdings (including shares
underlying vested options). In addition, Ms. Ann M. Sardini, who as previously announced will
retire as Chief Financial Officer effective as of March 30, 2012, has advised the Company of her
intent to tender up to 100% of her current holdings of shares
(including shares underlying vested options) in the tender
offer.
The tender offer remains scheduled to expire at 12:00 midnight,
New York City time, on
Thursday, March 22, 2012. The
tender offer was originally made pursuant to an offer to purchase
and letter of transmittal, each dated February 23, 2012, which were previously filed
with the Securities and Exchange Commission ("SEC") on Thursday, February 23, 2012. The Company
expects to file the amendment to the tender offer materials
regarding the completion of the amendment to its credit facilities
with the SEC on March 15, 2012.
Neither the Company nor its Board of Directors makes any
recommendation as to whether any shareholder should participate in
the tender offer or as to the price or prices at which shareholders
may choose to tender their shares in the tender offer.
J.P. Morgan Securities LLC, Credit Suisse Securities
(USA) LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and The Bank of Nova Scotia have acted as joint lead arrangers
and joint bookrunners in connection with the amendment and
extension of the Company's existing credit facilities. Credit
Suisse Securities (USA) LLC and
J.P. Morgan Securities LLC are the lead dealer managers and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital
(USA) Inc. are the co-dealer
managers for the tender offer. MacKenzie Partners, Inc. is the
information agent and Computershare is the depositary for the
tender offer. All inquiries about the tender offer should be
directed to Credit Suisse Securities (USA) LLC toll-free at 800-318-8219, J.P.
Morgan Securities LLC toll-free at 877-371-5947 or MacKenzie
Partners, Inc. toll-free at 800-322-2885 or 212-929-5500 (call
collect) in the United States and
Canada and +1-44-0-203-178-8057
for all other countries.
Tender Offer Statement
This release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
the Company's common stock. The solicitation and offer to buy the
Company's common stock will only be made pursuant to the offer to
purchase and related materials that the Company has sent to its
shareholders. Shareholders should read those materials carefully
because they contain important information, including the various
terms and conditions of the tender offer.
About Weight Watchers International, Inc.
Weight Watchers International, Inc. is the world's leading
provider of weight management services, operating globally through
a network of Company-owned and franchise operations. Weight
Watchers holds over 45,000 meetings each week where members receive
group support and learn about healthy eating patterns, behavior
modification and physical activity. WeightWatchers.com provides
innovative, subscription weight management products over the
Internet and is the leading Internet-based weight management
provider in the world. In addition, Weight Watchers offers a wide
range of products, publications and programs for those interested
in weight loss and weight control.
This news release includes "forward-looking statements,"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, in particular, any statements about the
Company's plans, strategies, prospects and "modified Dutch auction"
tender offer and related share repurchase. The Company generally
uses the words "may," "will," "could," "expect," "anticipate,"
"believe," "estimate," "plan," "intend" and similar expressions in
this news release to identify forward-looking statements. The
Company bases these forward-looking statements on its current views
with respect to future events and financial performance. Actual
results could differ materially from those projected in the
forward-looking statements. These forward-looking statements are
subject to risks, uncertainties and assumptions, including, among
other things: competition from other weight management industry
participants or the development of more effective or more favorably
perceived weight management methods; the Company's ability to
continue to develop innovative new services and products and
enhance its existing services and products, or the failure of its
services and products to continue to appeal to the market; the
effectiveness of the Company's marketing and advertising programs;
the success of the tender offer and related share repurchase; the
Company's ability to arrange financing sufficient to fund the
tender offer and related share repurchase and the terms on which
such financing is raised; the impact on the Weight Watchers brand
of actions taken by the Company's franchisees, licensees and
suppliers; risks and uncertainties associated with the Company's
international operations, including economic, political and social
risks and foreign currency risks; the Company's ability to
successfully make acquisitions or enter into joint ventures,
including its ability to successfully integrate, operate or realize
the projected benefits of such businesses; uncertainties related to
a downturn in general economic conditions or consumer confidence;
the seasonal nature of the Company's business; the impact of events
that discourage people from gathering with others; the Company's
ability to enforce its intellectual property rights both
domestically and internationally, as well as the impact of its
involvement in any claims related to intellectual property rights;
uncertainties regarding the satisfactory operation of the Company's
information technology or systems; the impact of security breaches
or privacy concerns; the impact of disputes with the Company's
franchise operators; the impact of existing and future laws and
regulations; the impact of the Company's debt service obligations
and restrictive debt covenants; the possibility that the interests
of the Company's majority owner will conflict with the other
holders of the Company's common stock; and other risks and
uncertainties, including those detailed from time to time in the
Company's periodic reports filed with the Securities and Exchange
Commission. You should not put undue reliance on any
forward-looking statements. You should understand that many
important factors, including those discussed herein, could cause
the Company's results to differ materially from those expressed or
suggested in any forward-looking statement. Except as required by
law, the Company does not undertake any obligation to update or
revise these forward-looking statements to reflect new information
or events or circumstances that occur after the date of this news
release or to reflect the occurrence of unanticipated events or
otherwise. Readers are advised to review the Company's filings with
the Securities and Exchange Commission (which are available from
the SEC's EDGAR database at www.sec.gov, at various SEC reference
facilities in the United States
and via the Company's website at
www.weightwatchersinternational.com).
Contact
Information:
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Investors:
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Weight
Watchers International, Inc.
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Brainerd
Communicators, Inc.
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Sarika
Sahni
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Corey
Kinger
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Investor
Relations
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(212)
986-6667
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(212)
589-2751
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SOURCE Weight Watchers International, Inc.