Gull Holdings ups offer for Usana by $2 per share

By Lisa Kerner

Charlotte, N.C., June 30 - Gull Holdings, Ltd. and Unity Acquisition Corp. revised their offer to acquire Usana Health Sciences, Inc. to a "best and final offer" of $28 per share, from the original offer of $26 per share.

The new offer price is the highest price permitted, while meeting revolving credit facility availability requirements, under the purchasers' debt financing commitment, a Gull Holdings news release said.

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

According to Gull Holdings, the tender offer and related withdrawal rights are extended to midnight ET on July 14.

The tender offer had been set to expire on June 27. As of that date, 1,595,540 shares, including 605,109 shares subject to guaranteed delivery, or a total of 76.4% of Usana's outstanding shares, had been tendered in and not withdrawn from the offer.

It was previously reported that shareholder Max J. Silberman filed a lawsuit action against Usana and some offer participants including Gull Holdings 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.

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

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