Plethico Pharmaceuticals Ltd has agreed to acquire Natrol, Inc., a leading manufacturer and marketer of nationally branded nutritional products in the United States of America. Under the terms of the effective merger agreement, all outstanding Natrol shares will be acquired for a cash purchase price of US $4.40 per share, for an expected aggregate purchase price of approximately $80.7 million.
The acquisition will be effected by an initial general tender offer by a wholly owned subsidiary of Plethico for all of the outstanding shares of Natrol's common stock, at $4.40 net per share in cash, followed by a second-step, cash-out merger in which all remaining untendered Natrol shares will be acquired at the same net cash price per share. All Natrol stock options will receive cash equal to the excess, if any, of $4.40 over their exercise price.
The tender offer is subject to certain conditions, including the valid tender in the offer of a majority of the fully diluted Natrol common stock, and other customary conditions. Certain stockholders of Natrol, owning in the aggregate approximately 42.3 per cent of Natrol's outstanding common stock, have committed to tender their shares in the offer. Natrol expects the tender offer to be commenced on November 27, 2007. The tender offer will remain open for a minimum 20 business days from commencement, subject to extension under certain circumstances.
Shashikant A Patel, chairman and managing director of the company, stated, "We are pleased to announce this acquisition, which will help Plethico to consolidate its position as a leading global herbal/nutraceutical player. The acquisition brings under our fold a truly professional entity which has a very strong presence in the US in addition to operations in the United Kingdom and Hong Kong. Accessing these markets will make Plethico a truly global player and will expand upon our international presence in Commonwealth of Independent States (CIS), Africa, South East Asia, Latin America, GCC".
Singhi Advisors (India) in conjunction with Brocair Partners (USA) served as financial advisors to Plethico. Skadden, Arps, Slate, Meagher, and Flom LLP acted as Plethico's M&A counsel.