Under the terms of the agreement, Carlyle will acquire all of the outstanding common shares of NBTY for $55 per share in cash, representing a premium of approximately 57% over NBTY's average closing share price during the 30 trading days ended July 14, 2010, 47% over NBTY close of $37.47 Wednesday.
NBTY's board has unanimously approved the merger agreement and recommended that its stockholders adopt the agreement with Carlyle. Completion of the transaction, which is expected by the end of the year, is subject to customary conditions, including approval of NBTY stockholders and regulatory approvals, but no financing conditions.
"This transaction delivers exceptional value to our shareholders," NBTY chairman and CEO Scott Rudolph said. "We will leverage Carlyle's global resources and consumer sector knowledge to further drive the Company's global growth."
Sandra Horbach, a managing director at Carlyle, said, "NBTY is an outstanding business with well-established brands, a proven vertically integrated multi-channel/multi-geography strategy and strong, long-standing customer relationships."
The NTBY acquisition is one of the few private-equity deals recently, but with a market cap of $2.37 billion, it's also one of the largest.