Silberman files suit against Usana alleging 'squeeze-out'

By Lisa Kerner

Charlotte, N.C., June 26 - Usana Health Sciences, Inc. has not yet responded to a complaint filed by Max J. Silberman as a class action against the company and some offer participants including Gull Holding, Inc. alleging the defendants breached their fiduciary duties.

The complaint concerns an alleged attempt by the defendants "to force the minority shareholders out of the company, at a grossly unfair and inadequate price," or a "squeeze-out." The complaint was included in a schedule 14D9/A filed with the Securities and Exchange Commission.

The complaint claims the purpose of the squeeze-out is to enrich individual defendants, the Wentz family and certain other persons who are attempting to acquire all of the business and assets of Usana at an "inadequate price" and by "coercive means," to the detriment of Silberman and the class.

As previously reported, Gull Holdings, through Unity Acquisition Corp., 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.

The tender offer is slated to end at midnight ET on June 27 unless extended, a prior Gull Holdings news release stated.

Total value of the deal is about $138 million.

Gull Holdings, with a 68% stake in the company, is controlled by Usana chairman and chief executive officer Dr. Myron W. Wentz.

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

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