Headlines from Reuters
07/09 09:52 Royal Numico N.V. Commences
Tender Offer to Purchase All
Outstanding <GNCI.O>
Royal Numico N.V. Commences Tender Offer to Purchase
All Outstanding Shares of GNC Common Stock at $25.00 per Share
ZOETERMEER, The Netherlands, July 9 /PRNewswire/ -- Royal Numico N.V.
("Numico") (Amsterdam Stock Exchange: NUTV NA) announced today that a
wholly owned subsidiary has commenced a cash tender offer to purchase all
outstanding shares of common stock, par value $0.01 per share (the
"Common Stock"), of General Nutrition Companies, Inc. ("GNC") (Nasdaq:
GNCI) at a price of $25.00 per share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase and related Letter of Transmittal both dated today.
The offer is being made pursuant to the previously announced Merger
Agreement between Numico and GNC and is conditioned upon the tender of
that number of shares of Common Stock of GNC equivalent to a majority of
the total issued and outstanding shares of such Common Stock on a fully
diluted basis and certain other customary conditions. GNC's Board of
Directors unanimously approved the tender offer and Merger Agreement and
recommends GNC stockholders tender their shares of Common Stock
pursuant to the offer. The offer and withdrawal rights are scheduled to expire
at 12:00 Midnight, New York City time on Thursday, August 5, 1999, unless
the offer is otherwise extended in accordance with the terms of the Merger
Agreement.
The necessary filings with the Securities and Exchange Commission in
connection with the tender offer are being made today, and the offer
documents will be mailed to GNC stockholders promptly. J.P. Morgan
Securities Inc. is acting as the Dealer Manager and MacKenzie Partners,
Inc. is acting as the Information Agent in connection with the tender offer.
Royal Numico N.V. (http://www.numico.com), headquartered in Zoetermeer,
The Netherlands, is a holding company of a group of leaders in specialized
nutrition, such as Nutricia, Milupa and Cow & Gate. Numico concentrates on
the development, manufacture and sale of specialized nutrition products,
based upon medical scientific concepts with a high added value. The
company operates in more than 40 countries, including major market centers
in Europe, including Russia; Turkey; and the Pacific Rim, ranging from China
to New Zealand. Numico had net sales of US$1.84 billion and operating
income of US$245 million for the year ended December 31, 1998.
General Nutrition Companies, Inc. (http://www.gnc.com), based in
Pittsburgh, PA, is the only nationwide specialty retailer of vitamin and
mineral supplements, sports nutrition and herbal products and is also a
leading provider of personal care, fitness and other health related products.
The company's products are sold through a network of 4,203 retail stores
operating under the General Nutrition Centers, Health & Diet Center and GNC
Live Well names, of which 2,726 are company-owned and 1,477 are
franchised. GNC's stores are located in all 50 states, Puerto Rico and 25
foreign markets. For the fiscal year ended February 6, 1999, GNC had net
revenue of US$1.42 billion and net earnings of approximately $91.0 million.
This press release is neither an offer to purchase nor a solicitation of an offer
to sell securities. The tender offer is made solely through the Offer to
Purchase and the related Letter of Transmittal which will be mailed to
stockholders. The offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Common Stock in any jurisdiction in which
the making of the offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. In any jurisdiction where the securities,
blue sky or other laws require the offer to be made by a licensed broker or
dealer, the offer shall be deemed to be made on behalf of Numico by J.P.
Morgan Securities Inc. or one or more registered brokers or dealers licensed
under the laws of such jurisdiction. Additional copies of such documents can
be obtained by contacting J.P. Morgan Securities Inc., the Dealer Manager,
at 212-648-6926 or MacKenzie Partners, Inc., the Information Agent, at
800-322-2885. SOURCE Royal Numico N.V.
-0- 07/09/99
/CONTACT: Klaas de Jong of Royal Numico N.V., 31-79-353-9028,
klaas.dejong@numico.com; Edward Nebb, 212-445-8213, Bo Park,
212-445-8152, bpark@bsmg.com, or Lavine Surtani, 212-445-8262,
lsurtani@bsmg.com, all of BSMG Worldwide, for Royal Numico N.V./
/Web site: numico.com -- NYF022 -- 8246 07/09/99 09:20 EDT
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