WeightWatchers 2011 Annual Report Download - page 77

In April 27, 2011, we acquired the 49% minority equity interest in the joint venture for consideration of
$1,000. Effective the date of the acquisition of the minority equity interest, we own 100% of the joint venture.
Stock Transactions
On October 9, 2003, our Board of Directors authorized a program to repurchase up to $250.0 million of our
outstanding common stock. On each of June 13, 2005, May 25, 2006 and October 21, 2010, our Board of
Directors authorized adding $250.0 million to this program. Under this program, we will not purchase shares held
by Artal. This program currently has no expiration date. As of fiscal year-end 2011, $208.9 million remains
available to purchase shares of our common stock under this program. From fiscal 2003 through fiscal 2011, we
purchased 20.1 million shares of our common stock in the open market for a total purchase price of $791.1
million. No shares were repurchased in fiscal 2009.
On December 18, 2006, we commenced the 2007 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 2007 Tender
Offer, we entered into an agreement with Artal whereby Artal agreed to sell to us, at the same price as was
determined in the 2007 Tender Offer, the number of its shares of our common stock necessary to keep its
percentage ownership in us at substantially the same level after the 2007 Tender Offer. Artal also agreed not to
participate in the 2007 Tender Offer so that it would not affect the determination of the price in the 2007 Tender
Offer. The 2007 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. These repurchased shares were comprised of
8.3 million shares that we offered to purchase and approximately 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 repurchased approximately 10.5 million of Artal’s shares at a purchase price of $54.00 per share
pursuant to our prior agreement with Artal. In January 2007, we amended and supplemented our revolving credit
facility to finance these repurchases.
On February 23, 2012, we commenced the Pending Tender Offer in which we are seeking to acquire up to
$720 million of our common stock at a price between $72.00 and $83.00 per share. Prior to the Pending Tender
Offer, we entered into an agreement with Artal Holdings whereby Artal Holdings agreed to sell us, at the same
price as determined in the Pending Tender Offer, the number of its shares of our common stock necessary to keep
its current percentage ownership in us at substantially the same level after the Pending Tender Offer. 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 we extend it. We have reserved the right to purchase up to an additional 2% of our shares
outstanding without amending or extending the Pending Tender Offer. We expect to fund the purchases in the
Pending Tender Offer and the Pending Share Repurchase through new borrowings under an amended and
extended version of our existing credit facilities that we are currently negotiating. Shares of our common stock
purchased pursuant to the Pending Tender Offer and the Pending Share Repurchase will not reduce our existing
repurchase program.
Factors Affecting Future Liquidity
Any future acquisitions, joint ventures or other similar transactions could require additional capital and we
cannot be certain that any additional capital will be available on acceptable terms or at all. Our ability to fund our
capital expenditure requirements, interest, principal and dividend payment obligations and working capital
requirements and to comply with all of the financial covenants under our debt agreements depends on our future
operations, performance and cash flow. These are subject to prevailing economic conditions and to financial,
business and other factors, some of which are beyond our control.
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