WeightWatchers 2013 Annual Report Download - page 25

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 Sp. z o.o., Succursale de Luxembourg, or Artal Holdings (the then-current
record holder of all our shares owned by Artal), 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.
Regulation
A number of laws and regulations govern our advertising, services, products, operations and relations with
consumers, employees and other service providers in the countries in which we operate. Certain federal, state and
foreign agencies, such as the Federal Trade Commission, or FTC, regulate and enforce such laws relating to
advertising, disclosures to consumers, privacy, consumer pricing and billing arrangements and other consumer
protection matters. Since we operate our meetings business both in the United States and internationally, we are
subject to many distinct employment, labor, benefits and tax laws in each country in which we operate, including
regulations affecting our employment practices and our relations with our employees and service providers. Laws
and regulations directly applicable to communications, operations or commerce over the Internet such as those
governing intellectual property, privacy, libel and taxation, are more prevalent and continue to evolve. Our
operations are subject to these laws and regulations and we continue to monitor their development and our
compliance. In addition, we are subject to other laws and regulations in the United States and internationally.
During the mid-1990s, the FTC filed complaints against a number of commercial weight management
providers alleging violations of federal law in connection with the use of advertisements that featured
testimonials, claims for program success and program costs. In 1997, we entered into a consent order with the
FTC settling all contested issues raised in the complaint filed against us. The consent order requires us to comply
with certain procedures and disclosures in connection with our advertisements of services and products.
Employees and Service Providers
As of December 28, 2013, we had approximately 25,000 employees. In addition, in certain of our markets,
our service providers are self-employed and are not included in this total. We consider our relations with our
employees and service providers to be satisfactory.
Financial Information About Segments and Financial Information About Geographic Areas
Information concerning our reportable segments and our geographic areas is set forth in Note 14 of our
consolidated financial statements, contained in Part IV, Item 15 of this Annual Report on Form 10-K.
Information concerning some of the risks to which we are exposed resulting from our international operations
and foreign currency exchange rates is set forth in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
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