Usana special committee not in favor of CEO's tender offer for the company

By Lisa Kerner

Charlotte, N.C., June 20 - The special committee of Usana Health Sciences, Inc.'s board of directors unanimously determined that the tender offer by Unity Acquisition Corp. and some shareholders of Usana, including company chairman and chief executive officer Myron W. Wentz and president David A. Wentz, is inadequate and not in the best interests of Usana's shareholders.

Shareholders are urged to reject the offer and not tender their shares, a Usana news release said.

The special committee's determination was based on an opinion from the company's financial adviser that the offer price is inadequate.

On June 2, Gull Holdings, Ltd., through Unity, began a $26-per-share tender offer to purchase all outstanding shares of common stock of Usana that Gull and other participants in the offer do not already own.

As previously reported, the tender offer, valued at $138 million, is slated to end at midnight ET on June 27 unless extended.

Gull Holdings, with a 68% stake in the company, is controlled by Myron Wentz.

Conditions to the tender offer include the availability of debt financing to purchase the shares, a majority of shares being tendered and Unity holding at least 90% of the outstanding shares of Usana common stock once the offer is complete.

Usana is a nutritional and personal care products company located in Salt Lake City.

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