Investigation Overview
May 29, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Nutraceutical Intl Corp. (NASDAQ:NUTR), was announced concerning whether the takeover of Nutraceutical Intl Corp. by HGGC, LLC for $41.80 per share is unfair to NASDAQ:NUTR stockholders.
The investigation by a law firm concerns whether certain officers and directors of Nutraceutical Intl Corp. breached their fiduciary duties owed to NASDAQ:NUTR investors in connection with the proposed acquisition.
On May 22, 2017, Nutraceutical Int'l Corp. (NASDAQ:NUTR) and HGGC, LLC ('HGGC') announced that they have entered into an agreement under which Nutraceutical Int'l Corp. will be acquired by an affiliate of HGGC in a transaction valued at approximately $446 million, including debt to be refinanced. Under the terms of the agreement, Nutraceutical Int'l Corp. (NASDAQ:NUTR) stockholders will receive $41.80 in cash (without interest) for each outstanding share of Nutraceutical common stock they own.
However, given that Bill Gay and Jeff Hinrichs, Chief Operating Officer and Executive Vice President of the Company, who own approximately 7.9% and 2.5% of the Company's outstanding common stock, respectively, have already entered into customary voting agreements pursuant to which they have agreed to vote all of their shares in favor of the transaction, the investigation concerns whether the offer is unfair to NASDAQ:NUTR stockholders. More specifically, the investigation concerns whether the Nutraceutical Intl Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Park City, UT based Nutraceutical International Corporation is an integrated manufacturer, marketer, distributor and retailer of nutritional supplements and other natural products. Nutraceutical Int'l Corp. repoted that its Total Revenue rose from $216.48 million for the 12 months period that ended on September 30, 2015 to $232.99 million for the 12 months period that ended on September 30, 2016 and that its Net Income for those respective time periods increased from $15.27 million to $18.66 million.