TROY — 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 CEO, 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.”
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 CEO 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.”
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 and Blake Mallen, chief marketing officer of ViSalus. 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 Blair, 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.