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P. LEINER NUTRITIONAL PRODUCTS CORP. ANNOUNCES AGREEMENT UNDER WHICH IT WILL GO PRIVATE

        P. LEINER NUTRITIONAL PRODUCTS CORP. ANNOUNCES AGREEMENT
                     UNDER WHICH IT WILL GO PRIVATE
    TORRANCE, Calif., Dec. 23 /PRNewswire/ -- P. Leiner Nutritional Products Corp. (AMEX: PLI) announced today that its Board of Directors has unanimously approved the sale of the Company to 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 the management buy-out group) 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 transaction, which will be structured as a merger between P. Leiner and PLI Investors Inc., is subject to the completion and execution of a definitive acquisition agreement and shareholder approval.  A vote of holders of two-thirds of all outstanding shares, other than those held by Booker, will be required and a special meeting of shareholders will be held for that purpose.
    The transaction was unanimously approved by an Independent Committee of non-management directors of the Company who are unaffiliated with Booker and was recommended by the Independent Committee to the full Board for approval.  Dean Witter Reynolds Inc., the Company's financial advisor, has advised the Independent Committee and the full Board that the price of $15.00 per share to be received by public shareholders other than Booker and the senior management group is fair to the public shareholders from a financial point of view.
    Richard Pallan, Chairman of the Independent Committee, stated: "This transaction is the result of extensive deliberations by the members of the Independent Committee over the past three months.  The process included an exhaustive analysis of the alternatives available to the Company and its shareholders in view of Booker's announced intention to dispose of its 60 percent shareholding.  We are confident that the terms of this transaction, which were negotiated by the Committee, are in the best interests of the public shareholders."
    Michael Leiner, Chairman and Chief Executive Officer of the Company and a member of the management group participating in the acquisition, expressed the Board's appreciation for the thorough work of the Independent Committee and the cooperation of Booker leading to the transaction.  Mr. Leiner added:  "As a public company, we have always striven to serve the best interests of our public shareholders and our efforts have culminated with the negotiation of this transaction.  We believe that the new private shareholding structure, and the association with AEA, will help us to continue the strategic development of our business and ensure continuation of our focus on serving the needs of our retailer customers."
    P. Leiner Nutritional Products 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 drugstore 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-                       12/23/91
    /CONTACT:  Michael Leiner, Chief Executive Officer, P. Leiner Nutritional Products Corp., 310-328-9610/
    (PLI) CO:  P. Leiner Nutritional Products Corp.; PLI Investors Inc. ST:  California IN: SU:  TNM ML -- NYON1 -- 4706 12/23/91 08:28 EST
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Publication:PR Newswire
Date:Dec 23, 1991
Words:565
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