WeightWatchers 2011 Annual Report Download - page 113

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
19. Subsequent Events
Pending Tender Offer and Pending Share Repurchase
On February 23, 2012, the Company commenced a tender offer in which it is seeking to acquire up to
$720,000 of its common stock at a price between $72.00 and $83.00 per share (the “Pending Tender Offer”).
Prior to the Pending Tender Offer, the Company entered into an agreement with Artal Holdings whereby Artal
Holdings agreed to sell to the Company, at the same price as was determined in the Pending Tender Offer, the
number of its shares of the Company’s common stock necessary to keep its current percentage ownership interest
in the Company at substantially the same level after the Pending Tender Offer (the “Pending Share Repurchase”).
Artal Holdings also agreed not to participate in the Pending Tender Offer so that it would not affect the
determination of the price in the Pending Tender Offer. The Pending Tender Offer will expire at midnight, New
York time, on March 22, 2012, unless the Company extends it. The Company has reserved the right to purchase
up to an additional 2% of the Company’s shares outstanding without amending or extending the Pending Tender
Offer.
A condition to the Pending Tender Offer is the consummation of financing, on terms satisfactory to the
Company, resulting in aggregate proceeds to the Company that are sufficient to fund the purchase of shares under
the Pending Tender Offer and the Pending Share Repurchase.
F-29