Ares Management LLC & Ontario Teachers' Pension Plan to Acquire GNC.Pair Purchasing The Largest Global Specialty Retailer of Health and Wellness Products LOS ANGELES Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. -- The private investment groups of each of Ares Management LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("Ares Management") and the Ontario Teachers' Pension Plan The Ontario Teachers' Pension Plan (OTPP), commonly referred to as Teachers', is the organization responsible for administering pensions for public school teachers of Ontario. The OTPP also invests the plan's pension fund. announced today that they have signed a definitive agreement to acquire GNC GNC General Nutrition Centers GNC Gas Natural Comprimido (Argentina) GNC Guidance, Navigation, and Control GNC Grand National Championship (ATV racing) GNC Global Navigation Chart Parent Corporation, the parent company of General Nutrition Centers General Nutrition Centers or GNC is a Pittsburgh-based American commercial enterprise focusing on the retail sale of health and nutrition related products, over the counter drugs, and foods/food supplements world-wide through GNC branded stores. , Inc. ("GNC" or the "Company"), which is currently controlled by an affiliate of Apollo Management Apollo Management L.P. is a private equity L.P. firm, founded in 1990 by Leon Black (Apollo Advisors). Based in New York, it also has offices in Los Angeles and London. It has invested over $16 billion in companies inside and outside the of the United States. , L.P. ("Apollo"). The total enterprise value for the transaction is $1.65 billion, subject to certain adjustments. GNC, headquartered in Pittsburgh, Pa., is the largest global specialty retailer of nutritional products, vitamin, mineral, herbal and other specialty supplements and sports nutrition Sports nutrition is applied in most sports training, however it is most dominant in strength sports (for example weight lifting and bodybuilding) and endurance sports (for example cycling, running, triathlon). , diet and energy products. GNC has more than 4,800 retail locations throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. (including more than 1,000 franchise and 1,200 Rite Aid store-within-a-store locations) and franchise operations in 46 international markets. The Company -- which is dedicated to helping consumers Live Well -- also offers products and product information online at www.gnc.com. For the 12 months ending September 30, 2006, the Company generated sales of approximately $1.5 billion. "We are excited to once again be partners with Teachers' Private Capital in this transaction and are looking forward to working with GNC's senior management team. GNC is a market-leading retail platform that will be a terrific addition to our existing investment portfolio of retail and consumer product companies," said David Kaplan, a Senior Partner at Ares Management. "Furthermore, we share management's vision for the Company and believe that the business is well positioned for future growth." Jim Leech, Senior Vice-President of Teachers' Private Capital agreed, adding: "The opportunity to acquire GNC, a leading retailer of health and wellness products, complements our growing portfolio of consumer brands. We are excited to work with the Company's strong management team and Ares Management to continue to grow the brand." Commenting on the new ownership, Joe Fortunato, GNC's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , said, "We are looking forward to our partnership with Ares Management and Teachers' Private Capital. Their strong, committed financial sponsorship will allow GNC to continue its track record of growth and partnership with our franchisees, customers and suppliers." Andy Jhawar, a Senior Partner at Apollo added, "We would very much like to thank Joe Fortunato, the rest of the management team and the employees of GNC for their efforts over the last several years. GNC is a terrific company with one of the best brand names in the industry and we know that GNC will be in great hands with its new owners." Apollo, through certain of its affiliates, owns approximately 97.0% of the shares of common stock of GNC and, according to the terms of the GNC Stockholders' Agreement, is entitled to vote 100% of the common stock. Apollo voted today to approve the merger and the merger agreement. Ares Management and Teachers' Private Capital were represented by Proskauer Rose LLP LLP - Lower Layer Protocol . GNC was represented by Gardere Wynne Sewell LLP as lead counsel and by Morgan Lewis LLP as special counsel. Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are also serving as financial advisors to GNC. About Ares Management Ares Management is a private investment firm with approximately $12 billion of assets under management Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. . Founded in 1997 Ares Management specializes in managing assets in both the private equity and leveraged finance markets. Ares Management's private equity activities are conducted through the Ares Corporate Opportunities Funds (''ACOF''). ACOF's retail and consumer product portfolio companies include National Bedding Co. (Serta), Samsonite Corp., Orchard Supply Hardware Stores Corp., Maidenform Brands, Inc and Anchor Blue Retail Group, Inc. Ares Management's leveraged finance activities in the U.S. and Europe are conducted through its capital market group and its management of Ares Capital Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ARCC ARCC Anoka Ramsey Community College ARCC Association for the Rights of Catholics in the Church ARCC Architectural Research Centers Consortium ARCC African Regional Centre for Computing ARCC AIM Research Conference Center ), a publicly traded business development corporation. Ares Management's expertise enables the firm to structure investments to meet the specific needs of companies rather than the less flexible demands of the public markets. The firm has over 150 employees and offices in Los Angeles, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and London (www.aresmgmt.com). About Ontario Teachers' Pension Plan Teachers' Private Capital is the private investment arm of the US$85 billion Ontario Teachers' Pension Plan, an independent corporation responsible for investing the fund and administering the pensions of Ontario's 264,000 active and retired teachers. With more than US$12 billion in assets, Teachers' Private Capital is one of North America's largest private investors, providing capital for large and mid-cap companies, infrastructure assets as well as venture capital for developing industries. It has completed a number of major retail and consumer product transactions, including Shoppers Drug Mart For the Washington, DC area grocery chain, see . Shoppers Drug Mart Corporation TSX: SC is Canada's largest pharmacy chain with more than 1000 stores operating under the names Shoppers Drug Mart across 9 provinces and 2 territories and Pharmaprix in Quebec. Corporation, Easton-Bell Sports, Samsonite Corp., National Bedding Co. (Serta) and Doane Pet Care Doane Pet Care (DPC) is a leading manufacturer of dry pet food and pet snacks and treats in the United States. Production DPC manufactures store brands for its retail customers and national brands for consumer pet food companies; it also produces and sells its own . Other notable private investments include Yellow Pages Group, Maple Leaf maple leaf of Canada. [Flower Symbolism: Jobes, 283] See : Flower Or Plant, National Sports & Entertainment and Alliance Laundry Holdings. (www.otpp.com) About Apollo Management, L.P. Apollo is a private investment partnership that manages a pool of investment capital on behalf of a group of institutional investors and the principals of Apollo. Apollo has invested in excess of $16 billion of equity since its inception in 1990. Apollo is currently in the process of investing its sixth corporate fund, Apollo Investment Fund VI, L.P., which effectively has capital of approximately $11.6 billion. In addition, Apollo has had several highly successful partnerships with management teams operating retail and consumer-oriented businesses in the past, including investments in Linens 'n Things Linens 'n Things, Inc., headquartered in Clifton, New Jersey, is the second-largest large-format retailers of home textiles, housewares and decorative home accessories in the United States, behind Bed Bath & Beyond. , General Nutrition Centers, AMC (Advanced Mezzanine Card) See AdvancedTCA. Entertainment, Ralphs Grocery Company, Dominick's Supermarkets, Inc., Zale Corporation, Rent-A-Center, Inc. and Proffitt's Department Stores. Forward-Looking Statements Certain statements in this press release, including but not limited to those relating to the proposed transaction with Ares Management and Teachers', constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of GNC to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. Various factors that could cause actual results to differ materially from those expressed in such forward-looking statements include but are not limited to risks associated with uncertainty as to whether the transaction will be completed, the failure of either party to meet the closing conditions set forth in the merger agreement, the extent and timing of regulatory approvals and the risk factors discussed from time to time by GNC in reports filed with the Securities and Exchange Commission (the "SEC"). In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward looking statements are specified in GNC's filings with the SEC. GNC undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. |
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