WeightWatchers 2012 Annual Report Download - page 26

History
Early Development
In 1961, Jean Nidetch, our founder, attended a New York City obesity clinic and took what she learned from
her personal experience at the obesity clinic and began weight-loss meetings with a group of her overweight
friends in the basement of a New York apartment building. Under Ms. Nidetch’s leadership, the group members
supported each other in their weight-loss efforts, and word of the group’s success quickly spread. Ms. Nidetch
and Al and Felice Lippert, who all successfully lost weight through these efforts, formally launched our business
in 1963. Weight Watchers International, Inc. was incorporated as a Virginia corporation in 1974 and succeeded
to the business started in New York in 1963. Heinz acquired us in 1978.
Artal Ownership
In September 1999, Artal Luxembourg, S.A., or Artal Luxembourg, acquired us from Heinz. Artal
Luxembourg is an indirect subsidiary of Artal Group, S.A., which together with its parents and its subsidiaries is
referred to in this Annual Report on Form 10-K as Artal. Subsequent to Artal’s acquisition of us, Artal
Luxembourg transferred ownership of its shares in us to Artal Participations and Management S.A. and Artal
Holdings Sp. z o.o., Succursale de Luxembourg, or Artal Holdings, each also members of Artal. Currently, Artal
Holdings is the record holder of all our shares owned by Artal. Artal Luxembourg holds an irrevocable proxy
with respect to a portion of these shares.
WeightWatchers.com Acquisition
In July 2005, we acquired control of our licensee and affiliate, WeightWatchers.com, by increasing our
ownership interest from approximately 20% to approximately 53%. Subsequently, in December 2005,
WeightWatchers.com redeemed all shares owned by Artal in it, resulting in our current ownership of 100% of
WeightWatchers.com.
China Joint Venture
On February 5, 2008, we entered into a joint venture with Danone Dairy Asia, or Danone Asia, an indirect,
wholly-owned subsidiary of Groupe DANONE S.A., to establish a weight management business in the People’s
Republic of China. Pursuant to the terms of the joint venture agreement, we and Danone Asia owned 51% and
49%, respectively, of the China Joint Venture. In September 2008, the China Joint Venture launched its first
weight management services centers. On April 27, 2011, we entered into a share purchase agreement with
Danone Asia, pursuant to which we acquired Danone Asia’s 49% minority equity interest in the China Joint
Venture as of that date. As a result of that acquisition, we now own 100% of the China Joint Venture and the
joint venture agreement with Danone Asia terminated in accordance with its terms.
2012 Tender Offer and Share Repurchase
On February 23, 2012, we commenced a “modified Dutch auction” tender offer for up to $720.0 million in
value of our common stock at a purchase price not less than $72.00 and not greater than $83.00 per share, or the
Tender Offer. Prior to the Tender Offer, on February 14, 2012, we entered into an agreement, or the Purchase
Agreement, with Artal Holdings whereby Artal Holdings agreed to sell to us, at the same price as was determined
in the Tender Offer, such number of its shares of our common stock that, upon the closing of this purchase after
the completion of the Tender Offer, Artal Holdings’ percentage ownership in the outstanding shares of our
common stock would be substantially equal to its level prior to the Tender Offer. Artal Holdings also agreed not
to participate in the Tender Offer so that it would not affect the determination of the purchase price of the shares
in the Tender Offer. The Tender Offer expired at midnight, New York time, on March 22, 2012, and on
March 28, 2012 we repurchased approximately 8.8 million shares at a purchase price of $82.00 per share. On
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