0001193125-12-064853.txt : 20120216 0001193125-12-064853.hdr.sgml : 20120216 20120216121524 ACCESSION NUMBER: 0001193125-12-064853 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120214 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEIGHT WATCHERS INTERNATIONAL INC CENTRAL INDEX KEY: 0000105319 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 116040273 STATE OF INCORPORATION: VA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16769 FILM NUMBER: 12618595 BUSINESS ADDRESS: STREET 1: 11 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125892700 MAIL ADDRESS: STREET 1: 11 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 8-K 1 d302562d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 14, 2012

 

 

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   001-16769   11-6040273

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

11 Madison Avenue, New York, New York   10010
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On February 14, 2012, Weight Watchers International, Inc. (the “Company”) entered into an agreement (the “Purchase Agreement”) with Artal Holdings Sp. z o.o., Succursale de Luxembourg (“Artal”), which owns approximately 52% of the outstanding shares of common stock, no par value per share (“Common Stock”). Pursuant to the Purchase Agreement, which the Company entered into prior to the public announcement of its intention to launch a “modified Dutch auction” tender offer (the “Offer), the Company has agreed to purchase from Artal, and Artal has agreed to sell to the Company, such number of shares of Common Stock (rounded to the nearest whole number) equal to the aggregate number of shares of Common Stock purchased in the Offer multiplied by a fraction, the numerator of which is 38,247,893 and the denominator of which is 35,355,510 (representing the outstanding shares held of record by Artal divided by the outstanding shares held of record by all shareholders of the Company other than Artal, each as of February 13, 2012), such that upon the closing of this purchase, Artal’s percentage ownership interest in the outstanding shares of Common Stock will be substantially equal to its current level. This purchase will be at the same price per share as is paid in the Offer. The closing of the purchase is subject to the completion of the Offer as well as other customary conditions and is expected to occur on the 11th business day following the expiration date of the Offer.

Pursuant to the Purchase Agreement, Artal has agreed not to tender any of its shares of Common Stock in the Offer, and Artal is prohibited from selling shares or purchasing shares during the Offer and until 11 business days following the expiration date of the Offer. Also pursuant to the terms of the Purchase Agreement, the consent of Artal is required for certain amendments to the terms of the Offer.

This summary does not purport to be complete and is qualified by the actual terms of the Stock Purchase Agreement that is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

Item 8.01 Other Events

Tender Offer

On February 14, 2012, after the entering into the Purchase Agreement, the Company announced its intention to commence during the week of February 20, 2012 the Offer. The Company intends to offer to purchase up to $720,000,000 of its Common Stock at a price per share not greater than $83.00 nor less than $72.00.

The Company also announced that it anticipates paying for the shares purchased through the Offer and from Artal, and related fees and expenses, with up to approximately $1.5 billion in new borrowings under an amended and extended version of its existing credit facilities that the Company is currently negotiating.

A copy of the press release announcing the Company’s intention to commence the Offer, as well as the matters set forth in Item 1.01 of this report, is attached hereto as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits.

 

Exhibit

  

Description

10.1    Stock Purchase Agreement, dated as of February 14, 2012, by and between Weight Watchers International, Inc. and Artal Holdings Sp. z o.o., Succursale de Luxembourg
99.1    Press Release issued by Weight Watchers International, Inc. on February 14, 2012


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    WEIGHT WATCHERS INTERNATIONAL, INC.
Dated: February 16, 2012     By:  

/s/ Jeffrey A. Fiarman

      Name:   Jeffrey A. Fiarman
      Title:   Executive Vice President, General Counsel and Secretary


Exhibit Index

 

Exhibit

  

Description

10.1    Stock Purchase Agreement, dated as of February 14, 2012, by and between Weight Watchers International, Inc. and Artal Holdings Sp. z o.o., Succursale de Luxembourg
99.1    Press Release issued by Weight Watchers International, Inc. on February 14, 2012
EX-10.1 2 d302562dex101.htm STOCK PURCHASE AGREEMENT, DATED AS OF 02/14/2012 Stock Purchase Agreement, dated as of 02/14/2012

Exhibit 10.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 14, 2012, by and between WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Company”), and ARTAL HOLDINGS Sp. Z o.o., Succursale de Luxembourg, a Luxembourg branch of a corporation organized and existing under the laws of Poland (“Artal”).

R E C I T A L S

WHEREAS, the Company intends, but has not made any public announcement of such intention, to conduct a public modified Dutch auction self-tender offer for up to $1.5 billion in consideration (the “Total Consideration”) of shares of its common stock, no par value per share (“Common Stock”), at prices ranging from $72.00 to $83.00 per share (the “Price Range”), subject to the other terms and conditions thereof which shall be determined by the Company’s board of directors (the “Board of Directors” and such offer, the “Tender Offer”);

WHEREAS, as of the date hereof, Artal owns of record 38,247,893 shares of Common Stock, which constitutes approximately 51.96% of the issued and outstanding shares of Common Stock as of February 13, 2012;

WHEREAS, Artal has determined it will not exercise its right to tender any of its shares of Common Stock pursuant to the Tender Offer; and

WHEREAS, the Company and Artal desire to make certain covenants and agreements with one another pursuant to this Agreement.

NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1

PURCHASE AND SALE OF THE SHARES; THE CLOSING

1.1 Purchase and Sale of Common Stock. Subject to the completion of the Tender Offer and the other terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, Artal agrees to sell to the Company, and the Company agrees to purchase from Artal, such number of shares of Common Stock (rounded to the nearest whole number of shares) equal to the aggregate number of shares of Common Stock purchased by the Company in the Tender Offer multiplied by a fraction, the numerator of which is 38,247,893 and the denominator of which is 35,355,510 (representing the outstanding shares of Common Stock held of record by Artal divided by the outstanding shares of Common Stock held of record by all stockholders of the Company other than Artal, each as of February 13, 2012). The number of shares of Common Stock to be purchased from Artal by the Company pursuant to this Section 1.1 is herein referred to as, the “Shares.”


1.2 Purchase Price. The “Per Share Purchase Price” for the Shares shall be equal to the price per share paid by the Company for the shares of Common Stock tendered by the holders of Common Stock in the Tender Offer. The “Purchase Price” shall equal the Per Share Purchase Price specified in Section 1.2 multiplied by the number of Shares purchased by the Company from Artal pursuant to Section 1.1 of this Agreement.

1.3 The Closing. Subject to the terms and conditions hereof, the purchase and sale of the Shares contemplated by this Agreement (the “Closing”) will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m., New York City time on the eleventh business day following the expiration date of the Tender Offer (the “Successful Completion”), or at such other later date or place as the parties shall mutually agree. At the Closing, (a) Artal will deliver to the Company the Shares to be purchased by the Company (such delivery to be made in such form as reasonably determined by the Company as necessary to effect the transfer of such Shares), and (b) the Company shall deliver the Purchase Price to Artal by wire transfer of immediately available funds to one or more accounts specified by Artal at least one business day prior to the Closing.

SECTION 2

REPRESENTATIONS AND WARRANTIES OF ARTAL

In order to induce the Company to enter into this Agreement, Artal hereby represents and warrants to the Company as follows:

2.1 Ownership of Shares. Artal owns of record the number of issued and outstanding shares of Common Stock set forth in the recitals to this Agreement. The Shares to be sold to the Company by Artal when delivered to the Company shall be free and clear of any liens, claims or encumbrances, including rights of first refusal and similar claims, except for restrictions of applicable state and federal securities laws. There are no restrictions on the transfer of such Shares imposed by any shareholder or similar agreement or any law, regulation or order, other than applicable state and federal securities laws.

2.2 Authorization. Artal has full right, power and authority to execute, deliver and perform this Agreement and to sell, assign and deliver the Shares to be sold by it to the Company. This Agreement is the legal, valid and, assuming due execution and delivery by the other parties hereto, binding obligation of Artal, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

2.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Artal (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of Artal or to which Artal is subject, (b) will not result in the creation or imposition of any lien upon the Shares to be sold by Artal, and (c) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with Artal.

 

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SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce Artal to enter into this Agreement, the Company hereby represents and warrants as follows:

3.1 Organization and Corporate Power; Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. The Company has the requisite power and authority to execute, deliver and perform this Agreement and to acquire the Shares. As of the Closing, the Company will have sufficient capital to purchase the Shares hereunder. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby have been approved by a majority of the disinterested directors on the Board of Directors of the Company and have been otherwise duly authorized by all requisite action on the part of the Company. This Agreement and any other agreements, instruments, or documents entered into by the Company pursuant to this Agreement have been duly executed and delivered by the Company and are the legal, valid and, assuming due execution by the other parties hereto, binding obligations of the Company, enforceable against the Company in accordance with their terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

3.2 Capital Stock. The authorized capital stock of the Company consists of (a) 1,000,000,000 shares of Common Stock, of which 73,603,403 shares were issued and outstanding as of February 13, 2012, and (b) 250,000,000 shares of preferred stock, no par value per share, of which none were issued and outstanding as of February 13, 2012.

3.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of the Company or to which the Company is subject, and (b) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with the Company.

SECTION 4

CONDITIONS TO THE COMPANY’S OBLIGATIONS

The obligations of the Company under Section 1 to purchase the Shares at the Closing from Artal are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 9.9:

4.1 Representations and Warranties. The representations and warranties of Artal contained in Article 2 shall be true and correct on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

 

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4.2 Performance. Artal shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

4.3 Tender Offer. The Successful Completion of the Tender Offer shall have occurred and the Company shall have purchased shares of Common Stock pursuant thereto in accordance with the terms thereof.

4.4 Delivery of Shares. Artal shall have delivered all of the Shares to be sold by it at the Closing, free and clear of any liens, claims or encumbrances, along with all documents or other instruments necessary for a valid transfer.

4.5 Further Assurances. No governmental authority shall have advised or notified the Company that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Company’s good faith efforts to cause such withdrawal.

SECTION 5

CONDITIONS TO ARTAL’S OBLIGATIONS

The obligations of Artal under Section 1 to sell the Shares at the Closing are subject to the fulfillment as of the Closing of each of the following conditions unless waived by Artal in accordance with Section 9.9:

5.1 Representations and Warranties. The representations and warranties of the Company contained in Article 3 shall be true and correct as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

5.2 Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

5.3 Tender Offer. The Successful Completion of the Tender Offer shall have occurred and the Company shall have purchased shares of Common Stock pursuant thereto in accordance with the terms thereof.

5.4 Further Assurances. No governmental authority shall have advised or notified Artal that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Artal’s good faith efforts to cause such withdrawal.

 

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SECTION 6

COVENANTS

6.1 No Purchase of Common Stock. Until eleven business days following the expiration date of the Tender Offer, Artal agrees that it and its affiliates will not, directly or indirectly, purchase any shares of Common Stock.

6.2 No Sale of Common Stock. Except as contemplated hereunder, from the date hereof until the Closing or the termination of this Agreement, Artal agrees, on behalf of itself and its affiliates, that it and its affiliates, directly or indirectly, will not sell any shares of Common Stock, including in the Tender Offer.

6.3 Closing Conditions. Artal and the Company shall use their commercially reasonable efforts to ensure that each of the conditions to Closing is satisfied.

6.4 Withholding. The Purchase Price shall be paid free and clear of any and all U.S. federal, state, local or foreign income or withholding taxes except as provided in this Section 6.4. If the Company reasonably determines, pursuant to Section 302(d) of Internal Revenue Code of 1986, as amended (the “Code”), that the sale of Shares hereunder is properly treated as a “distribution” subject to Section 301 of the Code, the Company shall withhold an amount therefrom, such amount to be calculated based on the Company’s reasonable estimate of the Company’s current and accumulated earnings and profits for the year in which the Closing occurs, as determined in accordance with Treasury Regulation Section 1.1441-3(c)(2)(ii). If Artal certifies as to its eligibility for a reduced rate of withholding pursuant to an income tax treaty on IRS Form W-8BEN provided to the Company by Artal, any such withholding shall be made at such reduced rate. Any amount withheld by the Company in accordance with this Section 6.4 shall be remitted to the appropriate taxing authority, and such remittance shall be treated for purposes of this Agreement as a payment of a portion of the Purchase Price to Artal.

SECTION 7

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITY

7.1 Survival. All representations and warranties hereunder shall survive the Closing.

7.2 Limitation on Liability. Notwithstanding the foregoing, in no event shall Artal’s liability for breach of the representations, warranties and covenants exceed the Purchase Price to be paid by the Company to Artal.

SECTION 8

ARTAL CONSENT

8.1 Consent. Artal’s consent shall be required for any amendment to the terms of the Tender Offer that changes the Total Consideration (other than in connection with an election by the Company to purchase up to an additional 2% of the outstanding shares of Common Stock under the Offer pursuant to Rule 13e-4 of the Securities and Exchange Act of 1934) or the Price Range, except as required by law.

 

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SECTION 9

MISCELLANEOUS

9.1 Adjustments. Wherever a particular number is specified herein, including, without limitation, number of shares or price per share, such number shall be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations or other reclassifications of stock or any similar transactions and appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the Company and Artal under this Agreement.

9.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successor and assigns of the parties hereto.

9.3 Entire Agreement; Amendment. This Agreement contains all the terms agreed upon among the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written with respect to such subject matter. Neither this Agreement nor any provision hereof may be amended, changed or waived other than by a written instrument signed by the party against who enforcement of any such amendment, change or waiver is sought.

9.4 Cooperation. The Company and Artal shall, from and after the date hereof, cooperate in a reasonable manner to effect the purposes of this Agreement.

9.5 Termination. The Company or Artal may terminate this Agreement if (a) the Tender Offer is not commenced by March 5, 2012, (b) the Tender Offer is terminated without the purchase of any shares of Common Stock or (c) if the Tender Offer is not consummated by April 30, 2012 ; provided that the Company may not terminate this Agreement under this clause (c) unless the Tender Offer is terminated. Upon termination of this Agreement pursuant to this Section 9.5, none of the parties hereto shall have any liability hereunder except for breaches of such party’s representations, warranties or covenants occurring prior to the date of such termination.

9.6 Notices. All notices and all other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by registered or certified mail, postage prepaid (return receipt requested), sent by facsimile (receipt of which is confirmed) or sent by a nationally recognized overnight courier (receipt of which is confirmed) to a party at the following address (or at such other address for a party as shall be specified by like notice):

If to Artal:

Artal Holdings Sp. z o.o., Succursale de Luxembourg

10-12, avenue Pasteur

L-2310 Luxemburg

Attention: Audrey Le Pit

Facsimile: (352) 22 42 59 22

 

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with a copy to:

The Invus Group, LLC

750 Lexington Avenue

New York, New York 10022

Attention: Christopher Sobecki

Facsimile: 212-371-1829

If to the Company:

Weight Watchers International, Inc.

11 Madison Avenue

New York, New York 10010

Attention: General Counsel

Facsimile: 212-589-2601

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Robert E. Spatt, Esq.

Eric M. Swedenburg, Esq.

Kenneth B. Wallach, Esq.

Facsimile: 212-455-2502

Each such notice or other communication shall be effective at the time of receipt if delivered personally or sent by facsimile (with receipt confirmed) or nationally recognized overnight courier (with receipt confirmed), or three (3) business days after being mailed, registered or certified mail, postage prepaid, return receipt requested.

9.7 Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.8 GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court sitting in the Borough of Manhattan of the City of New York. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 9.8 by the state and federal courts sitting in the Borough of Manhattan of the City of New York and in connection therewith hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

 

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9.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative.

9.10 Consents. Any permission, consent, or approval of any kind or character under this Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing.

9.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity, and any party sued for breach of this Agreement expressly waives any defense that a remedy in damages would be adequate.

9.12 Payment of Fees and Expenses. Each party shall be responsible for paying its own fees, costs and expenses in connection with this Agreement and the transactions herein contemplated.

9.13 Construction of Agreement. No provision of this Agreement shall be construed against either party as the drafter thereof. The titles of the Sections of this Agreement are for convenience of reference only and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions.

9.14 Counterparts. This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be an original, but all of which together shall constitute one instrument.

[Signatures follow on next page]

 

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IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

 

WEIGHT WATCHERS INTERNATIONAL, INC.
By:   /s/ David P. Kirchhoff
  Name: David P. Kirchhoff
  Title:   President and Chief Executive Officer

 

ARTAL HOLDINGS SP. Z O.O., SUCCURSALE DE LUXEMBOURG
By:   /s/ Audrey Le Pit
  Name: Audrey Le Pit
  Title:   Branch Manager

[Purchase Agreement]

EX-99.1 3 d302562dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

 

Contact Information:

 

Investors:

Weight Watchers International, Inc.

Sarika Sahni

Investor Relations

(212) 589-2751

 

 

 

Brainerd Communicators, Inc.

Corey Kinger

(212) 986-6667

FOR IMMEDIATE RELEASE

WEIGHT WATCHERS ANNOUNCES PLAN TO LAUNCH

SELF-TENDER OFFER AND RELATED STOCK REPURCHASE

FOR UP TO $1.5 BILLION OF ITS COMMON STOCK

NEW YORK, N.Y., February 14, 2012—Weight Watchers International, Inc. (NYSE: WTW) today announced its plan to launch a “modified Dutch auction” tender offer for up to $720,000,000 of its common stock at a price per share not less than $72.00 and not greater than $83.00. This price range represents a 4.3% premium to a 20.3% premium to the year-to-date volume-weighted average price of $69.00 per share for the Company’s common stock. The tender offer is expected to commence next week and will remain open for at least 20 business days.

A “modified Dutch auction” tender offer allows shareholders to indicate how many shares and at what price within the Company’s specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share within the range that will enable the Company to purchase $720,000,000 of its common stock (or a lower amount if the offer is not fully subscribed). All shares purchased by the Company in the tender offer will be purchased at the same price. The Company will not purchase stock below a shareholder’s indicated price, and in some cases, the Company may actually purchase shares at a price that is above a shareholder’s indicated price under the terms of the tender offer. Artal Holdings Sp. Z o.o., Succursale de Luxembourg, the Company’s majority shareholder, has agreed not to tender any shares in the tender offer.

The Company also announced today that it has entered into an agreement to purchase shares from Artal, which owns approximately 52% of the Company’s outstanding shares of common stock as of February 13, 2012. Under the terms of this agreement, Artal agreed to sell to the Company a number of shares of common stock so that Artal’s percentage ownership interest in the Company’s outstanding shares of common stock after the tender offer and such purchase from Artal will be substantially equal to its current level. This purchase will be at the same price per share as determined by the Company in the tender offer, such that if the tender offer is fully subscribed, the Company will repurchase a total of approximately $1.5 billion of its common stock collectively through the tender offer and pursuant to the Artal purchase agreement (representing approximately 24.6% to 28.3% of the Company’s outstanding shares of common stock as of February 13, 2012).


The Company expects to fund the share purchases in the tender offer and from Artal through new borrowings under an amended and extended version of its existing credit facilities that the Company is currently negotiating and which is expected to be in place at least five business days prior to the closing of the tender offer. The tender offer will not be conditioned upon any minimum number of shares being tendered, but will be subject to the completion of the new borrowings and other customary conditions that will be described in the tender offer documents. The tender offer documents, which will be distributed to shareholders upon commencement of the tender offer, also will contain tendering instructions and a complete explanation of the tender offer’s terms and conditions.

J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC will act as initial joint lead arrangers and joint bookrunners in connection with the amendment and extension of the Company’s existing credit facilities and the syndication of new borrowings used to finance the tender offer and share repurchase transactions. The Company expects that the dealer managers for the tender offer will be Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC. MacKenzie Partners, Inc. will serve as information agent for the tender offer and Computershare will serve as the depositary for the tender offer.

Neither Weight Watchers International, Inc., its directors, the dealer managers, the information agent nor the depositary makes any recommendation as to whether to tender shares or as to the price at which to tender them. Shareholders will be able to obtain copies of the offer to purchase, related materials filed by the Company as part of the statement on Schedule TO and other documents filed with the Securities and Exchange Commission through the SEC’s internet address at www.sec.gov without charge when these documents become available. Shareholders and investors may also obtain a copy of these documents, as well as any other documents the Company has filed with the SEC, without charge, from the Company or at the Company’s website: www.weightwatchersinternational.com. Shareholders are urged to carefully read these materials, when available, prior to making any decision with respect to the offer. Shareholders and investors who have questions or need assistance may call MacKenzie Partners, Inc. toll-free at 800-322-2885 or 212-929-5500 (call collect) in the United States and Canada, and +1-44-0- 203-178-8057 for all other countries.

Tender Offer Statement

The tender offer described in this release has not yet commenced. This release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Company’s common stock. The solicitation and offer to buy the Company’s common stock will only be made pursuant to the offer to purchase and related materials that the Company will send to its shareholders. Shareholders should read those materials carefully because they will contain important information, including the various terms and conditions of the tender offer.

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world’s leading provider of weight management services, operating globally through a network of Company-owned and franchise operations.

 

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Weight Watchers holds over 45,000 meetings each week where members receive group support and learn about healthy eating patterns, behavior modification and physical activity. WeightWatchers.com provides innovative, subscription weight management products over the Internet and is the leading Internet-based weight management provider in the world. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.

This news release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about the Company’s plans, strategies, prospects and “modified Dutch auction” tender offer and related share repurchase. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; the Company’s ability to continue to develop innovative new services and products and enhance its existing services and products, or the failure of its services and products to continue to appeal to the market; the effectiveness of the Company’s marketing and advertising programs; the success of the tender offer and related share repurchase; the Company’s ability to arrange financing sufficient to fund the tender offer and related share repurchase and the terms on which such financing is raised; the impact on the Weight Watchers brand of actions taken by the Company’s franchisees and licensees; risks and uncertainties associated with the Company’s international operations, including economic, political and social risks and foreign currency risks; the Company’s ability to successfully make acquisitions or enter into joint ventures, including its ability to successfully integrate, operate or realize the projected benefits of such businesses; uncertainties related to a downturn in general economic conditions or consumer confidence; the seasonal nature of the Company’s business; the impact of events that discourage people from gathering with others; the Company’s ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; uncertainties regarding the satisfactory operation of the Company’s information technology or systems; the impact of security breaches and privacy concerns; the impact of disputes with the Company’s franchise operators; the impact of existing and future laws and regulations; the impact of the Company’s debt service obligations and restrictive debt covenants; the possibility that the interests of the Company’s majority owner will conflict with the other holders of the Company’s common stock; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at www.weightwatchersinternational.com).

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