The following is a press release issued by Natrol,
Inc. on November 18, 2007 announcing the proposed tender offer and merger.
Natrol, Inc. Agreed to be acquired
by India’s Plethico Pharmaceuticals Limited
FOR IMMEDIATE RELEASE:
CHATSWORTH, CA. -- November 18,
2007 -- Natrol, Inc. (Nasdaq: NTOL), a leading manufacturer and marketer
of nationally branded nutritional products, announced today that it has signed
a definitive merger agreement under which Plethico Pharmaceuticals Limited
of India will acquire all outstanding shares of Natrol’s common stock, $.01 par value,
for a cash purchase price of $4.40 per share (or aggregate consideration
of approximately $80.8 million).
The two-step acquisition will be
effected by means of a front-end, cash tender offer by a wholly owned subsidiary
of Plethico for all of the outstanding shares of Natrol’s common stock,
at $4.40 net per share in cash, followed by a second-step, cash-out merger
in which untendered Natrol shares will be acquired at the same net cash price
per share. All Natrol stock options will receive cash equal to the excess,
if any, of $4.40 over their exercise price.
The transaction has been approved
by Plethico and the board of directors of Natrol. The tender offer is subject
to certain conditions, including the valid tender in the offer of a majority
of the fully diluted Natrol common stock, and other customary conditions.
Certain stockholders of Natrol, owning in the aggregate approximately 42.3%
of Natrol’s
outstanding common stock, have committed to tender their shares in the offer.
Natrol has granted Plethico a “top-up” option exercisable under
certain limited circumstances. Plethico also has agreed to reserve the right
to commence a “subsequent offering period” if Plethico owns less
than 90% of the fully diluted Natrol common stock upon completion of the
initial tender offer period.
Wayne M. Bos, President and Chief
Executive Officer of Natrol, stated, “We are pleased to announce this
transaction which culminates a process initiated and directed by our board
of directors to maximize value for our stockholders. We have gained a solid
reputation in our market niches and believe the merger with Plethico will
also be a win-win for our customers and employees.”
Natrol expects the tender offer to be commenced
on November 27, 2007. The tender offer will remain open for 20 business days
from commencement, subject to extension under certain circumstances. Subject
to the satisfaction of certain customary conditions, the tender offer is
expected to be consummated during the first quarter of 2008.
Morgan Joseph & Co. Inc. served as financial
advisor to Natrol and Greenberg Traurig, LLP acted as Natrol’s M&A
counsel.
About Natrol -- Nourishing the Potential
of Mind and Body (SM)
Natrol, Inc. (Nasdaq: NTOL), headquartered
in Chatsworth, CA, has a portfolio of health and wellness brands representing
quality nutritional supplements, functional herbal teas, and sports nutrition
products. Established in 1980, Natrol’s portfolio of brands includes:
Natrol®, MRI, Prolab®, Laci Le Beau®, Promensil®, Trinovin®,
Nu Hair® and Shen Min®. The company also manufactures supplements
for its own brands and on behalf of third parties.
Natrol distributes products nationally through
more than 54,000 retailers, as well as internationally in over 40 other countries
through distribution partners and subsidiaries in the UK and Hong Kong. Natrol’s
dedication to quality is evidenced by its commitment to high manufacturing
standards, earning the company an “A” rating from the Natural Products
2
Association’s Good Manufacturing Practices
(“GMP”) Certification Program -- a designation achieved by less
than ten percent of U.S. nutrition companies. For more information, visit
www.Natrol.com.
About Plethico Pharmaceuticals Limited
Plethico Pharmaceuticals Limited
(BSE: 532739.BO: PLETHICO), a herbal/ nutraceutical focused Indian Company,
engages in the manufacture, marketing and distribution of pharmaceutical
and allied healthcare products in India and internationally. The company’s product portfolio
includes: herbal health care products, such as Travisil® and Mountain
Herbz® food supplements; consumer healthcare products and neutraceuticals,
which include sports nutrition (Coach’s Formula®), confectionary
(Byte®, Actifresh®), pharma/OTC (Effertabs®, Therasil®)
and pharmaceutical formulations. The Company today operates in Commonwealth
of Independent States (CIS), Africa, South East Asia, Latin America and certain
gulf countries. Plethico was founded in 1991 and has its Registered office
in Indore (Madhya Pradesh) and has its corporate office in Mumbai, India.
Important information
The tender offer described in this announcement
has not yet been commenced. This announcement and the description contained
herein is neither an offer to purchase nor a solicitation of an offer to
sell shares of Natrol. At the time the tender offer is commenced, Plethico
and its wholly owned subsidiary intend to file with the Securities and Exchange
Commission a Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents relating to
the tender offer, and Natrol intends to file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. Plethico, its
wholly owned subsidiary and Natrol intend to mail these documents to the
stockholders of Natrol. These documents will contain important information
about the tender offer and stockholders of Natrol should read them carefully
when they become available before any decision is made with respect to the
tender offer. Stockholders of Natrol will be able to obtain a free copy of
these documents (when they become available) and other documents filed by
Natrol with the SEC at the website maintained by the SEC at www.sec.gov.
In addition, stockholders of Natrol will be able to obtain a free copy of
these documents (when they become available) from Natrol by contacting Natrol,
Inc. at 21411 Prairie Street, Chatsworth, California 91311, attention General
Counsel.
Forward-looking statements
The statements made in this press
release which are not historical facts are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. As a result of a number of factors,
our actual results could differ materially from those set forth in the forward-looking
statements. Certain factors that might cause our actual results to differ
materially from those in the forward-looking statements include, without
limitation: (i) the risk that the conditions to the closing of the tender
offer or the merger set forth in the merger agreement will not be satisfied,
(ii) changes in Natrol’s business during the period between the date
of this press release and the closing, (iii) obtaining regulatory approvals
(if required) for the transaction, (iv) the risk that the transaction will
not be consummated on the terms or timeline first announced, and (v) those
factors set forth under the heading “Risk Factors” in our annual
report on Form 10-K for the year ended December 31,
2
2006, and in our other filings with
the SEC. Further information concerning those risks will be included in Natrol’s
filings with the SEC in response to the tender offer. Natrol is under no
obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new information,
future events or otherwise.
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Contact:
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Natrol, Inc.
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ICR (Investor Relations)
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Wayne M. Bos, +1 (818)
739-6000
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James Palczynski, +1 (203)
682-8229
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