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Carlyle to acquire NBTY for USD55.00 per share in cash

NBTY, a manufacturer and marketer of nutritional supplements, has signed a definitive merger agreement under which The Carlyle Group will acquire NBTY in a transaction valued at USD3.8bn.

Under the terms of the merger agreement, Carlyle will acquire all of the outstanding common shares of NBTY for USD55.00 per share in cash, representing a premium of approximately 57 per cent over NBTY’s average closing share price during the 30 trading days ended 14 July 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 transaction is expected to close by the end of 2010.

The transaction has fully committed financing, consisting of a combination of equity contributed by Carlyle Partners V, a USD13.7bn US buyout fund, and external debt financing provided by BofA Merrill Lynch, Barclays Capital and Credit Suisse.

NBTY chairman and chief executive officer Scott Rudolph says: "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, says: "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."

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