To: Jim@Inland who wrote (27 ) 1/15/2001 3:18:55 PM From: Glenn Petersen Read Replies (1) | Respond to of 31 VSHP gets bailed out:atnewyork.com VitaminShoppe.com Closes $7.3 Million Merger By @NY Staff Acknowledging that it would run out of money by April 2001, online vitamin retailer VitaminShoppe.com has agreed to terms of a $7.3 million merger pact with majority shareholder Vitamin Shoppe Industries Inc. (VSI). The New Jersey-based VSI, a private retail and direct marketing company, agreed to purchase the struggling VitaminShoppe.com for $1.00 per share in cash. VSI already holds a 64.3 percent stake in VitaminShoppe.com. Houlihan Lokey Howard & Zukin Capital advised VitaminShoppe.com during the transaction. "VitaminShoppe.com's cash position continues to deteriorate. As of December 31, 2000, the Company had approximately $4 million in cash and cash equivalents (as compared to $7.4 million at September 30, 2000)," the company said, arguing that it would face liquidation if the merger is not closed on time. VitaminShoppe.com said the merger would be completed by the end of the first quarter of 2001 but would terminate if not closed by April 12. "(VitaminShoppe.com) expects its cash to be depleted in April 2001, but it could be earlier than that time. The Company hopes to complete the merger prior to depletion of its cash, but there is no assurance it will be able to do so," it explained. "If the merger is not completed or VitaminShoppe.com runs out of cash, VitaminShoppe.com will likely seek protection under the Federal bankruptcy laws or enter liquidation proceedings." VitaminShoppe.com also announced it would pack bags and move out of its Madison Avenue headquarters in Manhattan. "The Company is negotiating the termination of its lease and intends to relocate to the offices of VSI in Secaucus and North Bergen, New Jersey. The relocation is expected to be complete by the end of January 2001," VitaminShoppe.com said. The Company has received notice from the Nasdaq exchange that its stock would be delisted on February 12 for failing to maintain a minimum market value of $5 million. January 15, 2001