Carlyle Buying NBTY for $3.8 Billion

The Carlyle Group has agreed to acquire nutritional supplements maker NBTY Inc. (NTY.N) in a $3.8 billion leveraged buyout. NBTY stockholders would receive $55 per share, while debt financing has been committed by BofA Merrill Lynch, Barclays Capital and Credit Suisse.

PRESS RELEASE

 NBTY, Inc. (NYSE: NTY), a leading global manufacturer and marketer of nutritional supplements, today announced the execution of a definitive merger agreement under which The Carlyle Group will acquire NBTY in a transaction valued at $3.8 billion. Under the terms of the merger agreement, Carlyle will acquire all of the outstanding common shares of NBTY for $55.00 per share in cash, representing a premium of approximately 57% over NBTY’s average closing share price during the 30 trading days ended July 14, 2010.

The board of directors of NBTY has unanimously approved the merger agreement and recommended that NBTY’s stockholders adopt the agreement with Carlyle. A special meeting of NBTY’s stockholders will be held as soon as practicable after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders.  The mailing of the proxy statement is expected to take place following the expiration of the 35 calendar day period following the date of the merger agreement, during the course of which NBTY is permitted to solicit alternative proposals from third parties. The transaction is expected to close by the end of 2010.

Completion of the transaction is subject to customary conditions to closing, including approval of NBTY stockholders and regulatory approvals, but is not subject to any condition with regard to the financing of the transaction.  The transaction has fully committed financing, consisting of a combination of equity contributed by Carlyle Partners V, a $13.7 billion U.S. buyout fund, and external debt financing provided by BofA Merrill Lynch, Barclays Capital and Credit Suisse.  

Commenting on the transaction, NBTY Chairman and Chief Executive Officer Scott Rudolph said, “This transaction delivers exceptional value to our shareholders. For our wholesale and retail customers, our commitment to quality and innovation will continue to be our focus.  We will leverage Carlyle’s global resources and consumer sector knowledge to further drive the Company’s global growth.”

Sandra Horbach, Carlyle Managing Director and Head of the Consumer and Retail sector team, said, “NBTY is an outstanding business with well-established brands, a proven vertically integrated multi-channel/multi-geography strategy and strong, long-standing customer relationships.  We are impressed with the business that has been built under the leadership of Scott Rudolph, and are excited to work with him and the senior management team to drive continued growth.”

BofA Merrill Lynch and Centerview Partners LLC are acting as financial advisors to NBTY, and Sullivan & Cromwell LLP is acting as the legal advisor to NBTY.  Barclays Capital and Credit Suisse are acting as financial advisors to Carlyle, and Latham & Watkins LLP is acting as Carlyle’s legal advisor.

About NBTY, Inc.

NBTY is a leading global vertically integrated manufacturer, marketer and distributor of a broad line of high-quality, value-priced nutritional supplements in the United States and throughout the world. Under a number of NBTY and third party brands, the Company offers over 22,000 products, including products marketed by the Company’s Nature’s Bounty® (www.NaturesBounty.com), Vitamin World® www.VitaminWorld.com), Puritan’s Pride® (www.Puritan.com), Holland & Barrett® (www.HollandAndBarrett.com), Rexall® (www.Rexall.com), Sundown® (www.SundownNutrition.com), MET-Rx® (www.MetRX.com), Worldwide Sport Nutrition® (www.SportNutrition.com), American Health® (www.AmericanHealthUS.com), GNC (UK)® (www.GNC.co.uk), DeTuinen® (www.DeTuinen.nl), LeNaturiste™ (www.LeNaturiste.com), SISU® (www.SISU.com), Solgar® (www.Solgar.com), Good ‘n’ Natural® (www.goodnnatural.com), Home Health™ (www.homehealthus.com), Julian Graves, Ester-C® (www.Ester-C.com) and Natural Wealth (www.naturalwealth.com) brands. NBTY routinely posts information that may be important to investors on its web site.

About The Carlyle Group

The Carlyle Group is a global alternative asset manager with $90.5 billion of assets under management committed to 67 funds as of March 31, 2010. Carlyle invests across three asset classes – private equity, real estate and credit alternatives – in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $60.6 billion of equity in 969 transactions. The Carlyle Group employs more than 880 people in 19 countries. In the aggregate, Carlyle portfolio companies have more than $84 billion in revenue and employ more than 398,000 people around the world. www.carlyle.com.