RONKONKOMA, N.Y., Aug. 16 /PRNewswire-FirstCall/ -- NBTY, Inc.
(NYSE: NTY), a leading global manufacturer and marketer of
nutritional supplements, today announced that it has established a
record date and a meeting date for a special meeting of its
stockholders to consider and vote upon the proposal to adopt the
previously announced merger agreement, dated as of July 15, 2010, providing for the acquisition of
NBTY by Alphabet Holding Company, Inc., an entity formed by an
affiliate of TC Group, L.L.C. (d/b/a The Carlyle Group).
NBTY stockholders of record at the close of business on
Monday, August 23, 2010 will be
entitled to receive notice of the special meeting and to vote at
the special meeting. The special meeting will be held on
Wednesday, September 22, 2010, at
10:00 a.m. Eastern Time, at 2100
Smithtown Avenue, Ronkonkoma, NY
11779.
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 25,000 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.
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; (xxxiv) other factors
beyond the Company's control; and (xxxv) 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 proposed merger (the "Merger") of NBTY,
Inc. (the "Company") with Alphabet Merger Sub, Inc., a wholly owned
subsidiary of Alphabet Holding Company, Inc., the Company filed a
preliminary proxy statement with the SEC on August 3, 2010. When completed, a
definitive proxy statement and a form of proxy will be mailed to
Company stockholders of record as of August
23, 2010. BEFORE MAKING ANY VOTING DECISION, THE
COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THESE PROXY STATEMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The Company's
stockholders will be able to obtain, without charge, a copy of the
preliminary proxy statement, the definitive 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 preliminary proxy statement, the definitive proxy statement
(when available) and other relevant documents 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.
Participants in Solicitation
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 preliminary
proxy statement, the definitive proxy statement (when available)
and other relevant documents regarding the Merger when filed with
the SEC.
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Contact:
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Harvey Kamil
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Carl Hymans
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NBTY, Inc.
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G.S. Schwartz &
Co.
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President & Chief Financial
Officer
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212-725-4500
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631-200-2020
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carlh@schwartz.com
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SOURCE NBTY, Inc.
Copyright . 16 PR Newswire