Blyth, Inc. Announces Agreement In Principle With ViSalus Founders
Founders Reaffirm Long-Term Commitment and Defer Blyth Buyout Until 2014
GREENWICH, Conn., Oct. 1, 2012 /PRNewswire/ -- Blyth, Inc. (NYSE: BTH), a direct to consumer company and leading designer and marketer of candles, accessories for the home, and health and wellness products, today announced that it and the founders of the ViSalus business, Ryan Blair, Blake Mallen and Nick Sarnicola, have reached an agreement in principle to defer the final closing of Blyth's purchase of the ViSalus business until April 2014, put in place new employment agreements with Mr. Blair and Mr. Mallen and implement an equity incentive program for members of the ViSalus management team.
Pursuant to this agreement in principle:
- The purchase agreement between Blyth and ViSalus will be amended to defer the fourth closing until April 2014 and provide that the purchase price paid at the fourth closing will be determined based upon ViSalus' EBITDA for the fiscal year ending December 31, 2013.
- Ryan Blair (ViSalus' Chief Executive Officer) and Blake Mallen (ViSalus' Chief Marketing Officer) will enter into new employment agreements with a five-year term.
- Mr. Blair, Mr. Mallen and Mr. Nick Sarnicola (Global Ambassador of ViSalus) will be issued stock options and restricted stock units vesting over an eight-year term.
- ViSalus will implement a management equity plan and issue stock options and restricted stock units to its senior management.
The agreement in principle described in this release is non-binding and its implementation is subject to preparation of definitive documentation, which will include customary closing conditions, and receipt of necessary consents and board approvals.
In addition, while the ViSalus Board of Directors will have discretion over the payment of dividends to its shareholders, the ViSalus Board has generally agreed to pay a cash dividend periodically.
Commenting on the new agreement, Robert B. Goergen, Chairman & CEO of Blyth said, "The strong and enduring relationship between Blyth and the ViSalus founders is once again evidenced by this understanding. This long-term partnership allows them to continue to participate in the growth and earnings potential of the company they founded while allowing Blyth to share in the cash flow generated by this rapidly growing and profitable business. We are pleased to have reached an understanding on these key terms and look forward to a long and mutually rewarding relationship with the ViSalus' Founders and the entire ViSalus management team."
Ryan Blair, CEO of ViSalus, commented, "The ViSalus/Blyth partnership has been of great value to the founders and to our company. Extending our arrangement and formalizing various agreements will extend this partnership for the benefit of all parties, including the world-class ViSalus management team that we have built in recent years. Together, we will continue to build ViSalus into a global household brand."
Blyth, Inc., headquartered in Greenwich, CT, USA, is a direct to consumer business focused on direct selling and direct marketing channels. We design and market home fragrance products and decorative accessories, as well as weight management products, nutritional supplements and energy drink mixes. These products are sold through Direct Selling from the home party plan method and network marketing. The Company also designs and markets household convenience items and personalized gifts through the catalog/internet channel, as well as tabletop lighting and chafing fuel for the foodservice trade. The Company manufactures most of its candles and chafing fuel and sources nearly all of its other products. Its products are sold direct to the consumer under the PartyLite®, Two Sisters Gourmet by PartyLite® and ViSalus Sciences® brands, to consumers in the catalog/Internet channel under the As We Change®, Miles Kimball®, Exposures®, Walter Drake® and Easy Comforts® brands, and to the Foodservice industry under the Sterno®, Ambria® and HandyFuel® brands. In Europe, Blyth's products are also sold under the PartyLite brand.
Blyth, Inc. may be found on the Internet at www.blyth.com.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical facts. Actual results could differ materially due to various factors, including the slowing of the United States or European economies or retail environments, the risk that we will be unable to maintain our historic growth rate, our ability to respond appropriately to changes in product demand, the risk that we will be unable to integrate the businesses that we acquire into our existing operations, the risks (including foreign currency fluctuations, economic and political instability, transportation delays, difficulty in maintaining quality control, trade and foreign tax laws and others) associated with international sales and foreign sourced products, risks associated with our ability to recruit new independent sales consultants, our dependence on key corporate management personnel, risks associated with the sourcing of raw materials for our products, competition in terms of price and new product introductions, risks associated with our information technology systems (including, susceptibility to outages due to fire, floods, power loss, telecommunications failures, computer viruses, break-ins and similar events) and other factors described in this press release and in the Company's most recently filed Annual Report on Form 10-K.
SOURCE Blyth, Inc.
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