USANA Health Sciences Acquired byెంట్‌ for $7.30/Share

Ticker: USNA · Form: 8-K · Filed: Dec 23, 2024 · CIK: 896264

Usana Health Sciences Inc 8-K Filing Summary
FieldDetail
CompanyUsana Health Sciences Inc (USNA)
Form Type8-K
Filed DateDec 23, 2024
Risk Levellow
Pages7
Reading Time8 min
Key Dollar Amounts$0.001, $205 million, $200 million
Sentimentneutral

Sentiment: neutral

Topics: acquisition, merger, going-private

TL;DR

USANA is officially private again, shareholders got $7.30 cash per share on Dec 22nd.

AI Summary

On December 23, 2024, USANA Health Sciences, Inc. announced the completion of its acquisition by an affiliate ofెంట్‌, a global investment firm. The transaction was finalized on December 22, 2024, with shareholders receiving $7.30 in cash for each share of USANA common stock they owned. This marks the end of USANA's status as a publicly traded company.

Why It Matters

This acquisition signifies the delisting of USANA Health Sciences from public markets, impacting its shareholders and potentially altering its operational strategies under new ownership.

Risk Assessment

Risk Level: low — The filing is a report on a completed acquisition, indicating a finalized transaction rather than an ongoing or potential risk.

Key Numbers

  • $7.30 — Per Share Acquisition Price (Cash amount paid to shareholders for each share of USANA common stock.)

Key Players & Entities

  • USANA HEALTH SCIENCES, INC. (company) — Registrant
  • ెంట్‌ (company) — Acquiring entity
  • $7.30 (dollar_amount) — Per share acquisition price
  • December 23, 2024 (date) — Date of report
  • December 22, 2024 (date) — Date of transaction completion

FAQ

What was the exact date the acquisition was completed?

The acquisition was completed on December 22, 2024.

What is the name of the acquiring entity?

The acquiring entity is an affiliate ofెంట్‌.

How much cash did shareholders receive per share?

Shareholders received $7.30 in cash for each share of USANA common stock.

What is the filing date of this 8-K report?

The filing date of this 8-K report is December 23, 2024.

In which state was USANA Health Sciences incorporated?

USANA Health Sciences was incorporated in Utah.

Filing Stats: 1,996 words · 8 min read · ~7 pages · Grade level 13.3 · Accepted 2024-12-23 09:03:09

Key Financial Figures

  • $0.001 — ange on which registered Common Stock, $0.001 par value per share USNA New York Stock
  • $205 million — t in the Surviving Company consisted of $205 million in cash, subject to customary closing a
  • $200 million — s of the Merger Agreement, sourced from $200 million cash on hand and the balance from borro

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 23, 2024, USANA Health Sciences, Inc., a Utah corporation (" USANA " or the " Company "), entered into and consummated an Agreement and Plan of Merger (the " Merger Agreement ") by and among USANA, Karate Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of USANA (" Merger Sub "), Hiya Health Products, LLC, a Delaware limited liability company (" Hiya "), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the unitholders of Hiya, to acquire a controlling interest in Hiya. Pursuant to the Merger Agreement, Merger Sub merged with and into Hiya (the " Merger "), with Hiya continuing as the surviving company (the " Surviving Company "). Hiya is a direct-to-consumer online retail business in the children's vitamin, mineral, and supplement industry. Pursuant to the transactions contemplated by the Merger Agreement, at the effective time of the Merger (the " Effective Time "), upon the terms and subject to the conditions set forth in the Merger Agreement (a) USANA was issued Class A units of the Surviving Company (" Class A Units ") equal to 78.85% of the Surviving Company's membership interests, (b) the membership interests in Hiya that were held by persons and entities that are accredited investors (as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended) (the " Qualified Holders "), were cancelled and converted automatically into the right to receive cash consideration net of applicable tax withholding and deductions and Class B units of the Surviving Company (" Class B Units ") equal to an aggregate of 21.15% of the Surviving Company's membership interests, and (c) all membership interests in Hiya that were held by persons and entities that were not Qualified Holders were cancelled and converted automatically into the right to rec

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. To the extent required, the information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 23, 2024, USANA issued a press release announcing the Merger. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. Also on December 23, 2024, USANA released an updated corporate presentation to the investor section of the Company's website. A copy of the presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information furnished pursuant to Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) on this Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of business acquired The financial statements of Hiya required by this Item 9.01(a) is not included in this Current Report on Form 8-K. The Company intends to file such financial statements by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. Exhibit No. Description 2.1* Agreement and Plan of Merger dated December 23, 2024 by and among USANA Health Sciences, Inc., MERGER SUB], Hiya Health Products, LLC, and Shareholder Representative Services LLC. 10.1* Amended and Restated Limited Liability Company Agreement of Hiya Health Products, LLC dated December 23, 2024. 99.1 Press Release of USANA Health Sciences, Inc. dated December 23, 2024. 99.2 Corporate Presentation of USANA Health Sciences, Inc. dated December 23, 2024. *Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. USANA HEALTH SCIENCES, INC. By: /s/ G. Douglas Hekking G. Douglas Hekking, Chief Financial Officer Date: December 23, 2024

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