USANA Health Sciences, Inc. (NASDAQ: USNA) today announced that the
Special Committee of its Board of Directors has unanimously determined
that the amended tender offer announced on June 30, 2008, by Unity
Acquisition Corp. (the “Purchaser”)
and certain shareholders of USANA, including Myron W. Wentz, Ph.D., USANA’s
chairman and chief executive officer, and David A. Wentz, USANA’s
president, is inadequate and not in the best interests of USANA’s
shareholders. The tender offer, which was announced on June 2, 2008, was
amended by the Purchaser on June 30, 2008, to increase the purchase
price per share of common stock to $28.00, from the original $26.00 per
share price.
The Special Committee made its determination after carefully considering
the amended tender offer, the prospects and value of USANA, and other
relevant facts and information set forth in an amendment to the
Solicitation/Recommendation Statement on Schedule 14D-9/A, filed with
the Securities and Exchange Commission (the “SEC”)
on July 3, 2008.
The Special Committee unanimously recommends, on behalf of the Company,
that the shareholders reject the amended tender offer and not tender
their shares. If shareholders have previously tendered shares and wish
to withdraw such shares, they should contact their broker or American
Stock Transfer & Trust Company, the depository for the tender offer.
The Special Committee encourages USANA shareholders to review the
amendment on Schedule 14D-9/A in its entirety, which is being mailed to
the shareholders and filed with the SEC, because it contains important
information. Shareholders can obtain a free copy of the amendment on
Schedule 14D-9/A or other documents filed by USANA with respect to the
tender offer, at www.sec.gov.
About USANA
USANA develops and manufactures high-quality nutritional, personal care,
and weight management products that are sold directly to Preferred
Customers and Associates throughout the United States, Canada,
Australia, New Zealand, Hong Kong, Japan, Taiwan, South Korea,
Singapore, Mexico, Malaysia, the Netherlands, and the United Kingdom.
More information on USANA can be found at http://www.usanahealthsciences.com.
Forward-Looking Statements
This press release contains forward-looking statements, including but
not limited to statements regarding the tender offer and the Special
Committee’s intentions with respect to the
tender offer. Actual results could differ materially from those
projected in these forward-looking statements, which involve a number of
risks and uncertainties, including whether the conditions to the tender
offer will be satisfied, actual or potential litigation, fluctuations in
the economy and the availability of financing for us and for the tender
offer participants, reliance upon our network of independent Associates,
the governmental regulation of our products, manufacturing and marketing
risks, adverse publicity risks, and risks associated with our
international expansion. The contents of this release should be
considered in conjunction with the risk factors, warnings, and
cautionary statements that are contained in our most recent filings with
the SEC. The forward-looking statements are made as of the date hereof
based on information available to us as of the date hereof, and USANA
undertakes no obligation to update them.
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