Weight Watchers Announces Pricing of Secondary Offering By Artal Luxembourg S.A.

NEW YORK, May 10, 2018 /PRNewswire/ -- Weight Watchers International, Inc. (NYSE: WTW) (the "Company") today announced the pricing of the underwritten secondary offering by Artal Luxembourg S.A. (the "Selling Shareholder") of 7,500,000 shares of common stock of the Company (the "common stock") pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission (the "Commission"), as supplemented by the prospectus supplement, dated May 7, 2018, which represents an upsize of 1,000,000 shares of common stock from the offering as previously announced on May 7, 2018. The Selling Shareholder has granted the underwriters in the offering a 30-day option to purchase up to an additional 1,125,000 shares of common stock. The public offering price is $69.00 per share. The offering is expected to close on May 15, 2018, subject to customary closing conditions. The Selling Shareholder will receive all of the proceeds from the offering. The Company is not offering any shares of common stock in the offering and will not receive any proceeds from the sale of shares in the offering. In addition, none of the Company's officers or directors are selling any shares of common stock beneficially owned by them in the offering.

Goldman Sachs & Co. LLC, Morgan Stanley and UBS Investment Bank are acting as joint bookrunning managers for the offering, and BofA Merrill Lynch and J.P. Morgan are also acting as bookrunners for the offering. Citigroup, KeyBanc Capital Markets and SunTrust Robinson Humphrey are acting as co-managers for the offering.

The offering will be made only by means of a prospectus supplement and accompanying prospectus.  Copies of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282 (Attention: Prospectus Department) or by telephone at 1 (866) 471-2526, Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014 (Attention: Prospectus Department) and UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019 (Attention: Prospectus Department) or by telephone at (888) 827-7275.

The registration statement relating to these securities has been filed with the Commission and has become effective.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Weight Watchers International, Inc.

Weight Watchers is a global wellness company and the world's leading commercial weight management program. We inspire millions of people to adopt healthy habits for real life. Through our engaging digital experience and face-to-face group meetings, members follow our livable and sustainable program that encompasses healthy eating, physical activity and positive mindset. With more than five decades of experience in building communities and our deep expertise in behavioral science, we aim to deliver wellness for all.

Forward-Looking Statements

This press release includes "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company generally uses the words "may," "will," "could," "expect," "anticipate," "believe," "estimate," "plan," "intend," "aim," "target" and similar expressions in this press release to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company's ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to appeal to the market, or the Company's ability to successfully expand into new channels of distribution or respond to consumer trends; the ability to successfully implement new strategic initiatives; the effectiveness of the Company's advertising and marketing programs, including the strength of its social media presence; the impact on the Company's reputation of actions taken by its franchisees, licensees, suppliers and other partners; the impact of the Company's substantial amount of debt and its debt service obligations and debt covenants; the inability to generate sufficient cash to service the Company's debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company's technology or systems; the impact of security breaches or privacy concerns; the recognition of asset impairment charges; the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate the Company's workforce; the inability to renew certain of the Company's licenses, or the inability to do so on terms that are favorable to the Company; the expiration or early termination by the Company of leases; risks and uncertainties associated with the Company's international operations, including regulatory, economic, political and social risks and foreign currency risks; uncertainties related to a downturn in general economic conditions or consumer confidence; the Company's ability to successfully make acquisitions or enter into joint ventures, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses; the seasonal nature of the Company's business; the impact of events that discourage or impede people from gathering with others or accessing resources; the Company's ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; the Company's failure to maintain effective internal control over financial reporting; the possibility that the interests of the Selling Shareholder, who effectively controls the Company, will conflict with other holders of the Company's common stock; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company's results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events or otherwise.

Contact Information:

Investors:                                                                                  
Corey Kinger 
212-601-7569 
[email protected]

SOURCE Weight Watchers International, Inc.

Related Links

http://www.weightwatchers.com