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P. LEINER NUTRITIONAL PRODUCTS ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT WITH PLI INVESTORS

 P. LEINER NUTRITIONAL PRODUCTS ANNOUNCES EXECUTION OF
 DEFINITIVE AGREEMENT WITH PLI INVESTORS
 TORRANCE, Calif., Dec. 26 /PRNewswire/ -- P. Leiner Nutritional Products Corp. (AMEX: PLI) announced today that it has entered into a definitive agreement for the sale of the company with PLI Investors Inc., a corporation formed by AEA Investors Inc., a private investment firm, with the support of the senior management of the company.
 In the transaction, shareholders of the company (other than Booker plc, the company's 60 percent shareholder, and members of management participating in the acquisition) will receive $15.00 per share in cash. Booker plc and the members of management participating in the acquisition will receive $13.42 per share net for their shares. The agreement, which was executed on Tuesday evening, is structured as a merger between P. Leiner and PLI Investors Inc., and is subject, among other conditions, to a vote of holders of two-thirds of all outstanding shares, other than those held by Booker, and a special meeting of shareholders will be held for that purpose.
 The company may terminate the agreement if its board of directors or the independent committee of the board determines, with the advice of outside counsel, to do so in the exercise of its fiduciary duties, provided that the company will be required under such circumstances to reimburse PLI Investors in an amount up to $1.25 million to cover its expenses and the expenses of its advisors in pursuing the transaction with the company.
 If the required shareholder vote is obtained and other conditions to closing are satisfied, the transaction is expected to be consummated in April 1992.
 P. Leiner Nutritional Products Corp. is a leading U.S. manufacturer of vitamins and other health and beauty care products with sales of $140 million per year. The company's customers include 21 of the nation's 25 largest drug store chains, 21 of the 25 largest supermarket chains, and 15 of the 25 largest discount chains. P. Leiner was recently included in the Forbes List of the 200 Best Small Companies in America.
 -0- 12/26/91
 /CONTACT: Michael Leiner, chief executive officer of P. Leiner, 310-328-9610/
 (PLI) CO: P. Leiner Nutritional Products Corp.; PLI Investors Inc. ST: California IN: HOU SU: TNM


GK -- NY001 -- 5245 12/26/91 08:31 EST
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Publication:PR Newswire
Date:Dec 26, 1991
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