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.