RONKONKOMA, N.Y., Sept. 22 /PRNewswire-FirstCall/ -- NBTY, Inc.
(NYSE: NTY), a leading global manufacturer and marketer of
nutritional supplements, today announced that its stockholders have
approved the proposal to adopt the merger agreement providing for
NBTY's acquisition by an affiliate of The Carlyle Group.
The affirmative vote of the holders of a majority of the
outstanding shares of common stock of NBTY was required to approve
the proposal to adopt the merger agreement. According to the final
tally of shares voted, approximately 50,498,252 shares of common
stock of NBTY voted for the approval of the proposal to adopt the
merger agreement, representing approximately 79.6 percent of the
outstanding shares of common stock of NBTY as of the close of
business on August 23, 2010, the
record date for this vote.
Following the approval of the proposal to adopt the merger
agreement by NBTY's stockholders, all conditions to the closing of
the merger set forth in the merger agreement have been satisfied
(other than those conditions to be satisfied by action taken by the
parties at the closing). Under the merger agreement, the
affiliate of Carlyle is obligated to consummate the merger upon
completion of the twenty day marketing period for the debt
financing, which will commence on September
23, 2010, but it is NBTY's expectation that the merger could
be completed as soon as the beginning of October 2010.
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.
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 . 22 PR Newswire