TROY, Mich., Dec. 18, 2012 /PRNewswire/ -- ViSalus, known for its mission of helping people transform their health and fitness through the Body By Vi™ 90-Day Challenge, today announced that its Founders and majority shareholder Blyth have reached an agreement whereby Blyth increased its ownership in ViSalus from approximately 73% to more than 80% for a payment of $57.4 million to the other members of ViSalus. In addition, the other members of ViSalus have agreed to exchange their membership interests in ViSalus for capital stock of ViSalus, Inc. which will be redeemable in December 2017 for a total redemption price of $147.5 million. ViSalus will also redeem in January, 2013 all of the outstanding interests under its Equity Incentive Plan providing $25.3 million for the founding promoters of ViSalus and terminating the ViSalus EIP program.
The new agreement between Blyth and the other members of ViSalus achieves the mutually-shared objectives of providing ViSalus's Founders and its management team the opportunity to participate in ViSalus's future results through their ongoing ownership and participation in a new management incentive plan.
Ryan Blair, ViSalus's Chief Executive Officer, commented, "Nick, Blake and I are especially pleased to have finalized an agreement that demonstrates our full commitment to the global growth of ViSalus and the opportunity for our Promoters and customers to make an impact on the worldwide obesity epidemic. Our goal is to make ViSalus a household brand by providing a simple, social and achievable method for our customers to reach their health and fitness objectives."
Mr. Blair continued, "Today's agreement also highlights the ViSalus/Blyth partnership. We have worked with Blyth for five years now and we plan to work with them for many more".
Robert B. Goergen, Chairman and Chief Executive Officer of Blyth said, "We are extremely pleased to have finalized this agreement. It meets our objectives of providing the ViSalus Founders and other members of their management team with an equity participation in ViSalus's future results, with an eight year vesting arrangement applying to the Founders. Moreover, as a group, the ViSalus Founders continue to be significant Blyth shareholders, strengthening further this alignment. I look forward to working with Ryan and his management team to grow the ViSalus business together, making ViSalus a worldwide household brand synonymous with 'healthy lifestyle.'"
ViSalus also announced today that it will adopt a dividend policy pursuant to which it intends to pay regular cash dividends to its stockholders, subject to approval by its and Blyth's boards of directors.
In addition, ViSalus is entering into new five-year employment agreements with Ryan Blair, our Chief Executive Officer, and Blake Mallen, our Chief Marketing Officer. ViSalus also intends to create a management equity incentive plan. ViSalus intends to issue stock options and restricted stock units that will vest over an eight-year period to Mr. Blair, Mr. Mallen and ViSalus's third Founder, Nick Sarnicola, Global Ambassador. ViSalus also intends to issue stock options and restricted stock units to members of its senior management team that will vest over a three-year period.
Special Note about Forward-Looking Statements
ViSalus is a majority owned subsidiary of Blyth, Inc., a public company that is listed on the New York Stock Exchange. This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the payment to be made by Blyth in December 2017, ViSalus's intention to redeem and terminate its Equity Incentive Plan, ViSalus's intention and ability to pay cash dividends and ViSalus's intention to adopt a management incentive plan and to issue stock options and restricted stock units thereunder. Forward-looking statements also include statements concerning Blyth's and ViSalus's plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical facts and may be identified by words such as "will," "expect" or "intend" and any other similar words. Actual results could differ materially due to various factors, including Blyth's ability to make the payment in the amount of $147.5 million in December 2017, the slowing of the United States economies, the risk that we will be unable to maintain our historic growth rate, our ability to respond appropriately to changes in product demand, 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 and other factors described in this press release and in Blyth's most recently filed Annual Report on Form 10-K and other filings made by Blyth with the Securities and Exchange Commission. The forward-looking statements made in this press release are made only as of the date of this release, and Blyth and ViSalus undertake no obligation to update them to reflect subsequent events or circumstances except as may be required by securities laws.
Founded in 2005 with headquarters in Los Angeles, CA and Troy, MI, ViSalus is the company behind the wildly successful Body by Vi™ Challenge, a 90-day personal health and lifestyle transformation platform. ViSalus champions personal victories and entrepreneurship through a social marketing model, premium products, and supportive global community. Simple, affordable, rewarding and fun—the Body by Vi Challenge is the #1 weight-loss and fitness Challenge in North America today. ViSalus is majority-owned by Blyth, Inc. (NYSE: BTH).
Tyler Schuessler, Chief Administrative Officer
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