RONKONKOMA, N.Y. NBTY announced Thursday morning its acquisition by the Carlyle Group with the execution of a definitive merger agreement valued at $3.8 billion.
Under the terms of the merger agreement, Carlyle -- one of the world's largest private equity firms, with more than $90.5 billion under management -- will acquire all of the outstanding common shares of NBTY for $55 per share in cash, representing a premium of approximately 57% over NBTY’s average closing share price during the 30 trading days ended July 14. Carlyle has a pedigree of expertise in consumer and retail sectors, as well as health care, technology and business services and telecommunications and media, among other sectors.
“For our wholesale and retail customers, our commitment to quality and innovation will continue to be our focus,” stated NBTY chairman and CEO Scott Rudolph. “We will leverage Carlyle’s global resources and consumer sector knowledge to further drive the company’s global growth.”
“NBTY is an outstanding business with well-established brands, a proven vertically integrated multi-channel/multi-geography strategy and strong, long-standing customer relationships,” added Sandra Horbach, Carlyle managing director and head of the consumer and retail sector team. “We are impressed with the business that has been built under the leadership of Scott Rudolph, and are excited to work with him and the senior management team to drive continued growth.”
NBTY’s board has unanimously approved the merger agreement and recommended that NBTY’s stockholders adopt the agreement with Carlyle. A special meeting of NBTY’s stockholders will be held soon after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders.
The mailing of the proxy statement is expected to take place following the expiration of the 35 calendar day period following the date of the merger agreement, during the course of which NBTY is permitted to solicit alternative proposals from third parties. The transaction is expected to close by the end of 2010.
BofA Merrill Lynch and Centerview Partners are acting as financial advisors to NBTY, and Sullivan & Cromwell is acting as the legal advisor to NBTY. Barclays Capital and Credit Suisse are acting as financial advisors to Carlyle, and Latham & LLP is acting as Carlyle’s legal advisor.