Gull Holdings, Ltd., today announced its intention to make an offer to
the shareholders of USANA Health Sciences, Inc. (Nasdaq:USNA) to acquire
all of the outstanding shares that Gull Holdings and the other
participants in the offer do not already own, for cash at a per share
offer price of $26.00. Gull Holdings is controlled by Dr. Myron W.
Wentz, Chairman and Chief Executive Officer of USANA. The proposed offer
price represents a 24.8-percent premium to the closing price of USANA
common stock on May 12, 2008 and a 29.2-percent premium to the volume
weighted average price of USANA common stock for the 30-day period
ending on May 12, 2008. The offer is proposed to be made through an
acquisition vehicle, Unity Acquisition Corp., controlled by Gull
Holdings. Gull Holdings and the other participants in the offer
currently own or control approximately 68 percent of USANA common stock.
The purchase price for the offer is expected to be funded through debt
financing, and Gull Holdings has obtained a commitment from a major
institutional lender for such financing. Such financing is subject to
customary conditions.
“We are pleased to make this offer to
shareholders to purchase the remaining shares of USANA at a significant
premium,” said Dr. Myron W. Wentz. “Our
mission is to develop and provide the highest quality, science-based
health products, distributed internationally through network marketing.
Going private will provide significant cost savings and will allow USANA’s
talented management team, employees, and Associates to focus solely on
providing industry-leading products and building USANA’s
strong Associate network without the pressures and distractions brought
on by the public market. USANA has not relied upon its public company
status to raise capital and I do not expect that to change.”
Completion of the tender offer will be subject to, among other things,
(i) closing of the necessary debt financing to complete the offer, (ii)
the holders of at least the majority of the publicly-held shares
tendering their shares in the offer, and (iii) the acquisition entity
holding at least 90 percent of the outstanding shares of USANA common
stock at the completion of the offer, including the shares held by Gull
Holdings and the other participants in the offer.
Following successful completion of the tender offer, Gull Holdings will
effect a short-form merger of Unity Acquisition Corp. with and into
USANA, in which USANA shares held by the remaining public shareholders
will be converted into the same consideration paid in the tender offer.
Additional Information and Where to Find It
The tender offer described in this release has not yet commenced, and
this release is neither an offer to purchase nor a solicitation of an
offer to sell securities. At the time the tender offer is commenced,
Unity Acquisition Corp. will file a tender offer statement on Schedule
TO with the Securities and Exchange Commission (SEC). Shareholders
are strongly advised to read the tender offer statement (including the
offer to purchase, related letter of transmittal and other offer
documents) because they will contain important information. Once
filed, these documents will be available at no charge on the SEC’s
website at www.sec.gov.
