Nutraceutical Partners with Dr. Raphael Kellman

Nutraceutical Corporation Partners with Microbiome Medicine Pioneer and Author Dr. Raphael Kellman, MD

Dr. Kellman

PARK CITY, Utah, Aug. 30, 2018 /PRNewswire/ — Nutraceutical Corporation is pleased to announce that Dr. Raphael Kellman, MD will be advising the company in the development and promotion of its Solaray® Mycrobiome® Probiotic line of products. Dr. Kellman is a best-selling author and physician of integrative and functional medicine and is considered to be the father of modern microbiome medicine. “This is a partnership between two pioneers,” says Chad Clawson, CEO of Nutraceutical. “Dr. Kellman has been and continues to lead the advancement of modern microbiome medicine, and Nutraceutical has been a pioneer in the creation and advancement of the entire nutritional supplement industry and the variety of products and choices available to consumers.

“Nutraceutical is the top seller by unit volume of supplements in the US health food channel, where its Solaray® Mycrobiome® line of products are the fastest growing probiotic line*. Mycrobiome® probiotics are specially formulated for age and condition-specific needs using multiple strains at clinically significant doses and feature Enteric Shield® capsules to allow the probiotics to survive harsh stomach acid. According to Nutraceutical CEO Chad Clawson, “Solaray® Mycrobiome® supplements, which I personally believe are the best probiotics on the market today, demonstrate our company’s commitment to research, innovation, and quality manufacturing to assure we deliver the best possible supplements to consumers.”

Dr. KellmanSolaray® Mycrobiome® probiotics include the following 6 once-daily formulas: Urgent Care 100 Billion 24 Strain, Women’s Formula 50 Billion 24 Strain, Men’s Formula 30 Billion 24 Strain, Adult 50+ Formula 30 Billion 18 Strain, Weight Formula 50 Billion 18 Strain, and Colon Formula 50 Billion 18 Strain. New line extensions are anticipated this Fall and through 2019 based on research and clinical experience. In addition, the new Mycrobiome® probiotics are Vegan, Gluten-Free, Non-GMO, formulated at Clinical Potencies, and deliver Multiple-Strain formulas. Finally, Solaray® offers a unique Enteric Shield® VegCap that delivers guaranteed protection of the probiotics from stomach acid, protection not found in most popular probiotics on the market today.

Max F. Willis, VP of Marketing and Education at Nutraceutical, states: “We are pleased to partner with Dr. Kellman, who coined the term ‘Microbiome Medicine’ and has written many best-selling books, including: ‘The Microbiome Diet,’ ‘Gut Reaction’ and ‘The Whole Brain.’ Dr. Kellman has demonstrated through his highly sought-after integrative microbiome practice how balancing the human microbiome can provide real solutions to many health concerns. Dr. Kellman will provide us with his expertise and guidance for the Mycrobiome® probiotic line of products, based on his successful clinical experience.”

Dr. Kellman states: “I am thrilled to be on board with the Solaray team. Their innovative, targeted probiotics are truly a breakthrough. When I recommend precisely which probiotics are needed to support my patients’ microbiome, the results are astounding. Not only does their health dramatically improve – so does their mood, weight, skin, and most of all their overall vitality and zest for life;all from the power of probiotics. That is what ‘Microbiome Medicine’ is all about. I coined that term because no two microbiomes are the same. We all have different needs, different health goals. And now, in partnership with Solaray, we can achieve even more innovation together. The results will truly be ‘frontier medicine.'”

Raphael Kellman, MD, graduate of Albert Einstein College of Medicine, pioneered a groundbreaking new brand of medicine and healing. He seamlessly integrates holistic and functional medicine with his visionary understanding of the world and nature, the root of who we are and its connection to health and healing. Dr. Kellman was the first doctor to recognize the profound importance of the microbiome; he speaks on the topic around the world and literally coined the term “Microbiome Medicine.”

Nutraceutical Corporation, one of the nation’s largest producers and marketers of nutritional supplements, personal care and healthy foods sold in health and natural food stores, was incorporated in 1993. Nutraceutical has the #1 unit market share in US Health Food Specialty * with over 30 brands of dietary supplements and 4,000 SKUs in Solaray®, Zhou®, KAL®, Heritage Store®, LifeFlo®, Dynamic Health®, Zand®, and much more. Based in Park City, Utah, Nutraceutical has operations nation-wide and globally. Through its own in-house laboratory, Sustainable Labs®, Nutraceutical can assure that only the highest quality raw materials are used in production. Nutraceutical takes pride in operating the highest quality cGMP production facilities in Utah, where it makes most of its own products, rather than relying on third-party manufacturers as many other brands do. www.nutraceutical.com

HGGC Completes Acquisition of Nutraceutical

Company Founder Frank W. Gay II to Retire; Succeeded by New CEO Chad J. Clawson

PARK CITY, Utah, Aug. 23, 2017 /PRNewswire/ — Nutraceutical International Corporation (NASDAQ: NUTR) (“Nutraceutical” or the “Company”) today announced that HGGC, a leading middle-market private equity firm, has completed its previously announced acquisition of the company for $41.80 per share in cash. The transaction was originally announced on May 22, 2017, and was approved by Nutraceutical’s shareholders on August 21, 2017.

With the completion of the transaction, Nutraceutical’s common stock will cease trading and no longer be listed on the NASDAQ Stock Exchange.

“We are excited to complete our investment in this great company, and we look forward to working with the Nutraceutical team in its next phase of growth and evolution,” said Les Brown, Managing Director and COO of HGGC, who becomes Executive Chairman of the Company. “We are confident there is a tremendous opportunity for the company to continue to build on its strong market position and to bring more great products to its loyal customers.”

Concurrent with the closing of the transaction, Nutraceutical founder, Chairman and CEO, Frank W. “Bill” Gay II announces his retirement after leading the company for nearly 25 years. He is succeeded as CEO by Chad J. Clawson.

“Since founding Nutraceutical with other key management 24 years ago, I have decided it’s time to spend more time with family and supporting some causes I care about. I truly will miss other members of the Nutraceutical management team, our hard-working employees and all our loyal customers,” Gay said. “This is a tremendous company and industry, and I will look back fondly on my years at Nutraceutical. I believe that HGGC is the best partner we could have hoped to find and that Nutraceutical’s best days are yet to come.”

“We have endless appreciation for what Bill Gay has accomplished with Nutraceutical, not only building an incredible company, but also truly helping to shape and professionalize the natural products industry,” said Steve Young, Co-Founder and Managing Director of HGGC. “We, at HGGC, and Chad are committed to upholding the high standard Bill has set, and we wish him the best for a well-deserved retirement.”

Clawson has had an exceptional career as a Senior Operating Executive, including serving as President of Manufacturing and Distribution at Nutraceutical from 1999 to 2005. He comes to Nutraceutical from Service Experts, one of the largest HVAC equipment and service providers in North America, where he held the position of Chief Officer of Operational Excellence.

About Nutraceutical International Corporation

Nutraceutical is an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold primarily to and through domestic health and natural food stores.  Internationally, Nutraceutical markets and distributes branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.  Nutraceutical’s core business strategy is to acquire, integrate and operate businesses in the natural products industry that manufacture, market and distribute branded nutritional supplements.  Nutraceutical believes that the consolidation and integration of these acquired businesses provides ongoing financial synergies through increased scale and market penetration, as well as strengthened customer relationships.

Nutraceutical manufactures and sells nutritional supplements and other natural products under numerous brands, including Solaray®, KAL®, Dynamic Health®, Nature’s Life®, LifeTime®, Natural Balance®, NaturalCare®, Health from the Sun®, Zhou Nutrition®, Pioneer®, Nutra BioGenesis®, Life-flo®, Organix South®, Heritage Store® and Monarch Nutraceuticals®.

Nutraceutical owns neighborhood natural food markets, which operate under the trade names The Real Food Company™, Thom’s Natural Foods™, Cornucopia Community Market™ and Granola’s®.  Nutraceutical also owns health food stores, which operate under the trade name Fresh Vitamins®.

Nutraceutical manufactures and/or distributes one of the broadest branded product lines in the industry, with approximately 7,500 SKUs, including approximately 750 SKUs exclusively sold internationally.  Nutraceutical believes that, as a result of its emphasis on innovation, quality, loyalty, education and customer service, its brands are widely recognized in health and natural food stores and among their customers.

About HGGC

HGGC is a leading middle-market private equity firm with $4.3 billion in cumulative capital commitments. Based in Palo Alto, Calif., HGGC is distinguished by its “Advantaged Investing” model that enables the firm to source and acquire scalable businesses at attractive multiples through partnerships with management teams, founders and sponsors who reinvest alongside HGGC, creating a strong alignment of interests. Over its history, HGGC has completed more than 75 platform investments, add-on acquisitions, recapitalizations and liquidity events with an aggregate transaction value of more than $14 billion. More information is available at www.hggc.com.

FAQs About Pending Transaction with HGGC

Nutraceutical International Corporation and its subsidiaries (“Nutraceutical” or the “Company”) recently announced that it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with an affiliate of HGGC, LLC (“Buyer” or “HGGC”). This communication is intended to address certain questions that employees, customers, suppliers, investors and others may have regarding this announced transaction (the “Transaction”) and the closing of the Transaction (the “Closing”).

 

OVERVIEW OF TRANSACTION

 

What exactly is the Transaction?

Nutraceutical will be acquired by an affiliate of HGGC in a transaction valued at approximately $446 million, including debt to be refinanced. Under the terms of the Merger Agreement, Nutraceutical stockholders will receive $41.80 in cash (without interest) for each outstanding share of Nutraceutical common stock they own, which represents a 49% premium to the Company’s closing stock price on May 19, 2017, the last full trading day before today’s announcement, and a 15.6% premium to the Company’s all-time high closing stock price.

What is the general process that leads up to Closing and when will Closing occur?

As of May 21, 2017, Nutraceutical and Buyer have signed a Merger Agreement. What happens next is that Nutraceutical has to find out if any third party wants to make a superior or better offer that maximizes stockholder value. This period (referred to as a “go shop” period) lasts for approximately 60 days. At the end of the go shop period, if no superior offer has been submitted, then the potential Transaction with Buyer will be submitted for approval to Nutraceutical’s stockholders. Assuming that the stockholders approve the Transaction (required minimum vote to approve is a majority of outstanding shares), then Closing would occur promptly thereafter. Absent a superior offer during the go shop period, Closing is expected to occur by the end of our fiscal fourth quarter.

Will Nutraceutical remain a public company?

If and when the Transaction is complete with HGGC, Nutraceutical will no longer be a public company. The surviving entity will be owned by an affiliate of HGGC.

Does this announcement mean the sale is final?

The Transaction is subject to customary closing conditions, including the approval of stockholders and the expiration or termination of the waiting period under the Hart-Scott Rodino Act. The closing of the Transaction will only take place after expiration of the go shop period. Nutraceutical expects the Transaction to close by the end of our fiscal fourth quarter.

How can I learn more about HGGC?

Visit www.hggc.com. HGGC is a leading middle-market private equity firm with $4.3 billion in cumulative capital commitments. It has completed over 60 portfolio investments and transactions with a total enterprise value of over $12 billion.

 

FOR EMPLOYEES

 

What will happen to my salary following the Closing?

The announcement and the Closing itself have no effect on employee salaries.

What happens to my benefits?

Nutraceutical’s current benefit plans will remain in place and operate without change through the Closing. We understand that employees have questions about the compensation and benefit programs that will be available following the Closing. Please keep in mind that we are very early in the process and do not have all the answers at this point. We will be working closely with the HGGC team on the plans and programs that will be offered to employees following Closing and will provide more information as soon as possible once decisions are made. At this time, we expect Nutraceutical’s benefit plans to remain in place through the end of the 2017 calendar year (December 31, 2017), even though we anticipate that the Closing will occur by the end of our fiscal fourth quarter.

 

POTENTIAL EFFECT OF TRANSACTION

 

How will the Transaction affect customers and consumers?

This announcement does nothing to change the Company’s brands or its discount or sales programs or its ongoing support of and focus on the Healthy Foods Channel. Customers will continue to be able to purchase the same brands and products as before and will interact with the same experienced Nutraceutical team members who have assisted them in the past. Following closing, Nutraceutical will operate as an independent company led by its own management team, which will include many members of the existing management team. Customers can continue to count on the same people they know and trust and a team who is dedicated to ongoing improvement of customer relationships and helping customers grow their businesses and succeed.

How will the Transaction affect stockholders?

If the Transaction moves forward, stockholders will be given the opportunity to vote for or against the Transaction. The approval of the Merger requires the vote of a majority of the outstanding shares. If the Merger is approved, then stockholders (other than dissenting stockholders, if any) will receive payment in exchange for their shares based on the agreed per share price.

Where can I get more information about the Transaction?

In connection with the Merger, the Company plans to file with the Securities and Exchange Commission and furnish its stockholders a proxy statement. A preliminary proxy statement is expected to be filed with the Securities and Exchange Commission within 30 days, and under the Merger Agreement, the Company will mail the definitive proxy statement to stockholders sometime following the 45th day after the date of the Merger Agreement. Additionally, the Company will file other relevant materials with the Securities and Exchange Commission in connection with the proposed Transaction.

The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission’s web site at www.sec.gov. In addition, stockholders also may obtain free copies of the proxy statement from the Company by contacting Nutraceutical Investor Relations at 1400 Kearns Blvd., 2nd Floor, Park City, UT 84060, telephone number (435) 655-6106 or investor@nutraceutical.com. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.

 

Additional Information and Where to Find It

The Company will furnish to the Securities and Exchange Commission a report on Form 8-K regarding the proposed transactions described in this document (this “FAQ”), which will include the merger agreement. All parties desiring details regarding the merger are urged to review these documents, which will be available at the Securities and Exchange Commission’s web site at www.sec.gov.

In connection with the merger, the Company plans to file with the Securities and Exchange Commission and furnish its stockholders a proxy statement. Additionally, the Company will file other relevant materials with the Securities and Exchange Commission in connection with the proposed transaction. The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission’s web site at www.sec.gov. In addition, stockholders also may obtain free copies of the proxy statement from the Company by contacting Nutraceutical Investor Relations at 1400 Kearns Blvd., 2nd Floor, Park City, UT 84060, telephone number (435) 655-6106 or investor@nutraceutical.com. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.

This FAQ is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the Securities and Exchange Commission should the merger proceed.

 

Participants in the Solicitation

The Company and its directors, executive officers and other members of their management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2017 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2017 annual meeting of stockholders.

 

Forward Looking Statements

Any statements in this FAQ about future events or future results, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The actual results of the merger could vary materially as a result of a number of factors, including, but not limited to: (i) the possibility that competing offers will be made; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and (iii) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger. Other factors that may cause actual results to differ materially include those set forth in the reports that Nutraceutical files from time to time with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended September 30, 2016 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect Nutraceutical’s expectations as of the date of this FAQ. Nutraceutical undertakes no obligation to update the information provided herein. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

Nutraceutical Agrees To Be Acquired By HGGC

PARK CITY, Utah, May 22, 2017 /PRNewswire/ — Nutraceutical International Corporation (NASDAQ: NUTR) (“Nutraceutical” or the “Company”) and HGGC, LLC (“HGGC”), a leading middle-market private equity firm, today announced that they have entered into a definitive agreement under which Nutraceutical will be acquired by an affiliate of HGGC in a transaction valued at approximately $446 million, including debt to be refinanced.  Under the terms of the agreement, Nutraceutical stockholders will receive $41.80 in cash (without interest) for each outstanding share of Nutraceutical common stock they own, which represents a 49% premium to the Company’s closing stock price on May 19, 2017, the last full trading day before today’s announcement, and a 15.6% premium to the Company’s all-time high closing stock price.

“We are pleased to announce this transaction, which delivers significant value to our stockholders, many of whom have been with us since our initial IPO in 1998,” said Bill Gay, Chairman and Chief Executive Officer of Nutraceutical. “We are excited to be joining forces with HGGC, which is a world-class private equity firm.  HGGC’s expertise in formulating strategic growth plans for middle-market companies will be a great platform for the future of Nutraceutical.  We expect that the combination of HGGC’s strategic insights and the deep industry experience and knowledge of our management team will help us continue to build and grow.  We remain committed to our employees and their families, to our customers, to our world-wide consumers and to the natural products industry.  Our management team is looking forward to working with HGGC to pursue the next chapter of our successful story.  We especially want to thank our employees for their years of dedication and hard work.  We truly believe that HGGC will be a great partner as we go forward as a private company.”

Rich Lawson, Co-founder and Chief Executive Officer of HGGC, said “We congratulate the management team and employees of Nutraceutical for building an industry-leading nutritional supplement business, and we look forward to working with the Nutraceutical team to continue to pursue growth opportunities globally.”

“Nutraceutical is an impressive company with a diverse portfolio of brands and thousands of satisfied retail customers, as well as millions of loyal consumers who rely on its products,” commented Les Brown, Managing Director and Chief Operating Officer of HGGC. “Nutraceutical is a great example of a successful roll-up strategy carried out with consistency and dedication over the last 25 years.  We have long admired their disciplined market approach, which has allowed the Company to consistently generate strong financial returns and positive cash flow.”

The agreement has been unanimously approved by Nutraceutical’s board of directors, acting on the recommendation of a special committee of independent and disinterested directors.  The special committee negotiated the terms of the agreement with the assistance of its financial and legal advisors.

The Company will undertake a 60-day “go-shop” period, commencing immediately, during which the special committee, with the assistance of its financial and legal advisors, will actively solicit, evaluate and potentially enter into negotiations with parties who offer alternative proposals. There can be no assurance that this process will result in a superior offer or that any other transaction will be approved or completed.  The Company does not expect to disclose developments with respect to the solicitation process unless and until the special committee has made a decision with respect to any potential superior proposal.

The transaction, which is expected to close in the second half of 2017, is subject to customary closing conditions, including Company stockholder approval and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  There are no financing conditions associated with the transaction.  Bill Gay and Jeff Hinrichs, Chief Operating Officer and Executive Vice President of the Company, who own approximately 7.9% and 2.5% of the Company’s outstanding common stock, respectively, have entered into customary voting agreements pursuant to which they have agreed to vote all of their shares in favor of the transaction.

Peter J. Solomon Company is acting as financial and strategic advisor to the Company and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as its counsel. Piper Jaffray & Co. is acting as financial advisor to HGGC and Kirkland & Ellis LLP is acting as its counsel.

ABOUT NUTRACEUTICAL

Nutraceutical is an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold primarily to and through domestic health and natural food stores.  Internationally, Nutraceutical markets and distributes branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.  Nutraceutical’s core business strategy is to acquire, integrate and operate businesses in the natural products industry that manufacture, market and distribute branded nutritional supplements.  Nutraceutical believes that the consolidation and integration of these acquired businesses provides ongoing financial synergies through increased scale and market penetration, as well as strengthened customer relationships.

Nutraceutical manufactures and sells nutritional supplements and other natural products under numerous brands, including Solaray®, KAL®, Dynamic Health®, Nature’s Life®, LifeTime®, Natural Balance®, NaturalCare®, Health from the Sun®, Zhou Nutrition®,  Pioneer®, Nutra BioGenesis®, Life-flo®, Organix South®, Heritage Store® and Monarch Nutraceuticals®.

Nutraceutical owns neighborhood natural food markets, which operate under the trade names The Real Food Company™, Thom’s Natural Foods™, Cornucopia Community Market™ and Granola’s®.  Nutraceutical also owns health food stores, which operate under the trade name Fresh Vitamins®.

Nutraceutical manufactures and/or distributes one of the broadest branded product lines in the industry, with approximately 7,500 SKUs, including approximately 750 SKUs exclusively sold internationally.  Nutraceutical believes that, as a result of its emphasis on innovation, quality, loyalty, education and customer service, its brands are widely recognized in health and natural food stores and among their customers.

ABOUT HGGC

HGGC is a leading middle-market private equity firm with over $4.25 billion in cumulative capital commitments.  Based in Palo Alto, California, HGGC is distinguished by its Advantaged Investing strategy that is designed to enable the firm to source and acquire scalable businesses at attractive multiples through partnerships with management teams, founders and sponsors who reinvest alongside HGGC, creating a strong alignment of interests.  Over its history, HGGC has completed more than 60 platform investments, add-on acquisitions, recapitalizations and liquidity events with an aggregate transaction value of more than $12 billion.  More information, including a complete list of current and former portfolio companies, is available at www.hggc.com.

Additional Information and Where to Find It

The Company will furnish to the Securities and Exchange Commission a report on Form 8-K regarding the proposed transactions described in this press release, which will include the merger agreement. All parties desiring details regarding the merger are urged to review these documents, which will be available at the Securities and Exchange Commission’s web site at www.sec.gov.

In connection with the merger, the Company plans to file with the Securities and Exchange Commission and furnish its stockholders a proxy statement.  Additionally, the Company will file other relevant materials with the Securities and Exchange Commission in connection with the proposed transaction. The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission’s web site at www.sec.gov.  In addition, stockholders also may obtain free copies of the proxy statement from the Company by contacting Nutraceutical Investor Relations at 1400 Kearns Blvd., 2nd Floor, Park City, UT  84060, telephone number (435) 655-6106  or investor@nutraceutical.com.  Investors and STOCKHOLDERS of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

This press release is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the Securities and Exchange Commission should the merger proceed.

Participants in the Solicitation

The Company and its directors, executive officers and other members of their management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2017 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2017 annual meeting of stockholders.

Forward Looking Statements

Any statements in this press release about future events or future results, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The actual results of the merger could vary materially as a result of a number of factors, including, but not limited to: (i) the possibility that competing offers will be made; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and (iii) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger. Other factors that may cause actual results to differ materially include those set forth in the reports that Nutraceutical files from time to time with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended September 30, 2016 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect Nutraceutical’s expectations as of the date of this press release. Nutraceutical undertakes no obligation to update the information provided herein.  These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

Nutraceutical Announces Acquisition

PARK CITY, Utah, April 6, 2017/PRNewswire/-Nutraceutical International Corporation (NASDAQ: NUTR) today announced that it has acquired substantially all the assets associated with the Zhou Nutrition brand from Branson Books, LLC. The purchase price was approximately $19.7 million in cash. Zhou Nutrition sells its line of 24 proprietary dietary supplement products on its own website (www.zhounutrition.com) and via other Internet retailers.

According to Frank W. Gay II, chairman and chief executive officer, “We are excited to acquire a brand that is focused exclusively on the e-commerce and direct-to-consumer space. The founders of Zhou Nutrition have created a set of amazing products and built a very strong consumer base through their expertise in e-commerce. We look forward to working with them to continue to grow this exclusive e-commerce brand by introducing more supplement, personal care and healthy food products under the brand. This will complement our existing core business, which is to support and grow our other brands that are sold into other market segments, such as the health food channel.”

ABOUT NUTRACEUTICAL

We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold primarily to and through domestic health and natural food stores. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our core business strategy is to acquire, integrate and operate businesses in the natural products industry that manufacture, market and distribute branded nutritional supplements. We believe that the consolidation and integration of these acquired businesses provides ongoing financial synergies through increased scale and market penetration, as well as strengthened customer relationships.

We manufacture and sell nutritional supplements and other natural products under numerous brands, including Solaray®, KAL®, Dynamic Health®, Nature’s Life®, LifeTime®, Natural Balance®, NaturalCare®, Health from the Sun®, Pioneer®, Nutra BioGenesis®, Life-flo®, Organix South®, Heritage Store® and Monarch Nutraceuticals®.

We own neighborhood natural food markets, which operate under the trade names The Real Food Company™, Thom’s Natural Foods™, Cornucopia Community Market™ and Granola’s®. We also own health food stores, which operate under the trade name Fresh Vitamins®.

We manufacture and/or distribute one of the broadest branded product lines in the industry, with approximately 7,500 SKUs, including approximately 750 SKUs exclusively sold internationally. We believe that, as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers.

This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. These forward-looking statements can be identified by the use of terms such as “believe,” “expects,” “plan,” “intend,” “may,” “will,” “should,” “can,” or “anticipates,” or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy. These statements involve known and unknown risks, uncertainties and other factors that may cause industry trends or our actual results to be materially different from any future results expressed or implied by these statements. Important factors that may cause our results to differ from these forward-looking statements include, but are not limited to: (i) changes in or new government regulations or increased enforcement of the same, including adverse determinations by regulators; (ii) unavailability of desirable acquisitions, inability to complete them or inability to integrate them; (iii) increased costs, including from increased raw material or energy prices; (iv) changes in general worldwide economic or political conditions; (v) adverse publicity or negative consumer perception regarding nutritional supplements; (vi) issues with obtaining raw materials of adequate quality or quantity; (vii) litigation and claims, including product liability, intellectual property and other types; (viii) disruptions from or following acquisitions including the loss of customers; (ix) increased competition; (x) slow or negative growth in the nutritional supplement industry or the healthy foods channel; (xi) the loss of key personnel or the inability to manage our operations efficiently; (xii) problems with information management systems, manufacturing efficiencies and operations, including system interruptions and security/cybersecurity breaches; (xiii) insurance coverage issues; (xiv) the volatility of the stock market generally and of our stock specifically; (xv) increases in the cost of borrowings or unavailability of additional debt or equity capital, or both, or fluctuations in foreign currencies; and (xvi) interruption of business or negative impact on sales and earnings due to acts of God, acts of war, terrorism, bio-terrorism, civil unrest and other factors outside of our control. Copies of our SEC reports are available upon request from our investor relations department or may be obtained at the SEC’s website (www.sec.gov).