WeightWatchers 2012 Annual Report Download - page 42

PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
Our common stock is listed on the NYSE. Our common stock trades on the NYSE under the symbol
“WTW.”
The following table sets forth, for the periods indicated, the high and low sales prices per share for our
common stock as reported on the NYSE composite price history.
Fiscal 2012 (Year ended December 29, 2012)
High Low
First Quarter ....................................................... $82.91 $53.50
Second Quarter ..................................................... $79.99 $49.10
Third Quarter ....................................................... $57.25 $40.60
Fourth Quarter ...................................................... $57.88 $46.65
Fiscal 2011 (Year ended December 31, 2011)
High Low
First Quarter ....................................................... $72.00 $36.63
Second Quarter ..................................................... $86.97 $67.25
Third Quarter ....................................................... $81.38 $51.28
Fourth Quarter ...................................................... $77.00 $54.47
On October 9, 2003, our Board of Directors authorized, and we announced, 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, and we announced, adding $250.0 million to this program. The repurchase
program allows for shares to be purchased from time to time in the open market or through privately negotiated
transactions. No shares will be purchased from Artal Holdings and its parents and subsidiaries under this
program. The repurchase program currently has no expiration date. We repurchased no shares of our common
stock during the fourth quarter of fiscal 2012. As of the end of fiscal 2012, $208.9 million remained available to
purchase shares of our common stock under the repurchase program.
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
April 9, 2012, we repurchased approximately 9.5 million of Artal Holdings’ shares at a purchase price of $82.00
per share pursuant to the Purchase Agreement. In March 2012, we amended and extended the WWI Credit
Facility to finance these repurchases. See “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Liquidity and Capital Resources—Long-Term Debt”. The repurchase of
shares of common stock under the Tender Offer and from Artal Holdings pursuant to the Purchase Agreement
was not made pursuant to the Company’s existing repurchase program.
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