Park City—Nutraceutical International Corporation and HGGC, LLC, a leading middle-market private equity firm, announced Wednesday that they have entered into a definitive agreement under which Nutraceutical will be acquired by an affiliate of HGGC in a transaction valued at approximately $446 million, including debt to be refinanced. Under the terms of the agreement, Nutraceutical stockholders will receive $41.80 in cash (without interest) for each outstanding share of Nutraceutical common stock they own, which represents a 49 percent premium to the Company’s closing stock price on May 19, 2017, the last full trading day before today’s announcement, and a 15.6 percent premium to the Company’s all-time high closing stock price.
“We are pleased to announce this transaction, which delivers significant value to our stockholders, many of whom have been with us since our initial IPO in 1998,” said Bill Gay, Chairman and Chief Executive Officer of Nutraceutical. “We are excited to be joining forces with HGGC, which is a world-class private equity firm. HGGC’s expertise in formulating strategic growth plans for middle-market companies will be a great platform for the future of Nutraceutical. We expect that the combination of HGGC’s strategic insights and the deep industry experience and knowledge of our management team will help us continue to build and grow. We remain committed to our employees and their families, to our customers, to our world-wide consumers and to the natural products industry. Our management team is looking forward to working with HGGC to pursue the next chapter of our successful story. We especially want to thank our employees for their years of dedication and hard work. We truly believe that HGGC will be a great partner as we go forward as a private company.”
Rich Lawson, Co-founder and Chief Executive Officer of HGGC, said “We congratulate the management team and employees of Nutraceutical for building an industry-leading nutritional supplement business, and we look forward to working with the Nutraceutical team to continue to pursue growth opportunities globally.”
“Nutraceutical is an impressive company with a diverse portfolio of brands and thousands of satisfied retail customers, as well as millions of loyal consumers who rely on its products,” commented Les Brown, Managing Director and Chief Operating Officer of HGGC. “Nutraceutical is a great example of a successful roll-up strategy carried out with consistency and dedication over the last 25 years. We have long admired their disciplined market approach, which has allowed the Company to consistently generate strong financial returns and positive cash flow.”
The agreement has been unanimously approved by Nutraceutical’s board of directors, acting on the recommendation of a special committee of independent and disinterested directors. The special committee negotiated the terms of the agreement with the assistance of its financial and legal advisors.
The Company will undertake a 60-day “go-shop” period, commencing immediately, during which the special committee, with the assistance of its financial and legal advisors, will actively solicit, evaluate and potentially enter into negotiations with parties who offer alternative proposals. There can be no assurance that this process will result in a superior offer or that any other transaction will be approved or completed. The Company does not expect to disclose developments with respect to the solicitation process unless and until the special committee has made a decision with respect to any potential superior proposal.
The transaction, which is expected to close in the second half of 2017, is subject to customary closing conditions, including Company stockholder approval and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There are no financing conditions associated with the transaction. Bill Gay and Jeff Hinrichs, Chief Operating Officer and Executive Vice President of the Company, who own approximately 7.9 percent and 2.5 percent of the Company’s outstanding common stock, respectively, have entered into customary voting agreements pursuant to which they have agreed to vote all of their shares in favor of the transaction.
Peter J. Solomon Company is acting as financial and strategic advisor to the Company and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as its counsel. Piper Jaffray & Co. is acting as financial advisor to HGGC and Kirkland & Ellis LLP is acting as its counsel.