28.12.2007 21:30:00
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Plethico Pharmaceuticals Limited Completes $80.8 Million Acquisition of Natrol, Inc.
Natrol, Inc. (Nasdaq:NTOL), a leading manufacturer and marketer of
nationally branded nutritional products, announced today that Nutra
Acquisition Company, Inc., an indirect subsidiary of Plethico
Pharmaceuticals Limited, a public limited company incorporated under the
laws of India, has successfully completed its cash tender offer for
outstanding shares of Natrol’s common stock at
$4.40 net per share in cash.
On November 18, 2007, Natrol entered into a merger agreement with
Plethico and Nutra Acquisition providing for Plethico’s
two-step acquisition of Natrol. Pursuant to the merger agreement, on
November 27, 2007 Nutra Acquisition commenced a cash tender offer to
purchase all outstanding shares of Natrol’s
common stock at $4.40 net per share.
The tender offer expired by its terms and was successfully completed at
5:00 p.m., New York City time, on Thursday, December 27, 2007. Nutra
Acquisition has accepted for payment all shares of common stock that
were validly tendered and not withdrawn prior to expiration of the
tender offer, and the cash payment for such shares will be made promptly.
Based upon information obtained from the depositary for the tender
offer, as of yesterday at 5:00 p.m., New York City time, a total of
13,108,619 shares of common stock, which in the aggregate represented
approximately 91.9% of Natrol’s then
outstanding shares of common stock, were validly tendered and not
withdrawn in the tender offer, and an additional 63,245 shares were
tendered by notice of guaranteed delivery.
Nutra Acquisition successfully acquired in the tender offer a sufficient
number of Natrol shares to enable Plethico to effect a so-called "short-form”
merger of Nutra Acquisition into Natrol under Delaware law, without any
vote or other action by those Natrol stockholders who elected not to
participate in the tender offer. As a result of the merger, all
outstanding shares of Natrol common stock (not tendered and purchased in
the tender offer) were converted into the right to receive $4.40 per
share in cash, without interest thereon and less any required
withholding taxes, subject to the rights of holders thereof to demand
appraisal of the "fair value”
of their shares of common stock under applicable Delaware law. December
28, 2007 has been established as the record date under applicable
Delaware law for all holders of record of Natrol’s
common stock who desire to demand appraisal of the "fair
value” of their shares. An information
statement and other materials, including a copy of the complete text of
Delaware’s appraisal statute and a
description of the procedures to validly demand and perfect appraisal
rights will be disseminated promptly to all such holders.
As a further result of the merger, Natrol has become an indirect
subsidiary of Plethico, Natrol’s common stock
no longer will be listed and traded on the Nasdaq Global Market and
Natrol no longer will be required to file periodic reports and other
information with the Securities and Exchange Commission.
Morgan Joseph & Co. Inc. served as financial advisor to Natrol and
international law firm, Greenberg Traurig, LLP, acted as Natrol’s
public 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 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 nutraceuticals, 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.
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 those factors set forth under the heading "Risk
Factors” in our annual report on Form 10-K
for the year ended December 31, 2006, and in our other filings with the
SEC. 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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