WeightWatchers 2006 Annual Report Download - page 58

Acquisitions
WeightWatchers.com Acquisition
Pursuant to a merger agreement effective July 2, 2005, the last day of our second quarter of fiscal 2005,
Weight Watchers International increased its ownership interest in WeightWatchers.com from approximately 20%
to approximately 53% for a total cash outlay of $136.4 million including $107.9 million paid to
WeightWatchers.com and $28.5 million paid to the non-Artal shareholders. Further to this, on December 16,
2005, WeightWatchers.com redeemed all of the equity interests in WeightWatchers.com owned by Artal for the
aggregate cash consideration of $304.8 million. As a result of this redemption, WeightWatchers.com is a
wholly-owned subsidiary of Weight Watchers International.
Franchise Acquisitions
On December 11, 2006, we acquired substantially all of the assets of our western Michigan franchise for a
purchase price of approximately $37.3 million that was financed through cash from operations.
On December 11, 2006, we reacquired our franchise rights in Greece and Italy for an aggregate $4.4 million.
On November 2, 2006, we acquired substantially all of the assets of our Suffolk County, New York
franchise for a purchase price of approximately $24.5 million that was financed through cash from operations.
On August 17, 2006, we acquired substantially all of the assets of our eastern Canadian franchise and of
Vale Printing Limited for a net purchase price of approximately $50.8 million that was financed through cash
from operations.
On July 27, 2006, we acquired certain assets of our Indiana franchise for a purchase price of approximately
$25.0 million that was financed through cash from operations.
On August 22, 2004, we completed the acquisition of certain assets of our Fort Worth franchise for a
purchase price of $30.0 million that was financed through cash from operations.
On May 9, 2004, we completed the acquisition of certain assets of our Washington, D.C. area franchise for a
purchase price of $30.5 million that was financed through cash from operations.
Stock Transactions
On December 18, 2006, we commenced a tender offer in which we sought to acquire up to 8.3 million
shares of our common stock at a price between $47.00 and $54.00 per share. Prior to the tender offer, we entered
into an agreement with Artal whereby Artal agreed to sell us at the same price as is determined in the tender offer
the number of our shares necessary to keep its percentage ownership in us at substantially the same level after the
tender offer. Artal also agreed not to participate in the tender offer so that it would not affect the determination of
the price in the tender offer. The tender offer expired at midnight on January 18, 2007, and on January 26, 2007,
we repurchased approximately 8.5 million shares at a price of $54.00 per share. The 8.5 million shares
repurchased are comprised of the 8.3 million shares we offered to purchase and 0.2 million shares purchased
pursuant to our right to purchase up to an additional 2% of the outstanding shares as of November 30, 2006. On
February 2, 2007, we purchased 10.5 million of our shares from Artal at a purchase price of $54.00 per share
pursuant to our prior agreement with Artal.
From fiscal 2003 through fiscal 2005, we purchased 9.2 million shares of common stock in the open market
for a total purchase price of $381.9 million, and in fiscal 2006, we purchased 3.6 million shares of common stock
in the open market for a total purchase price of $151.7 million.
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