GREENWICH, Conn., Sept. 2, 2014 /PRNewswire/ -- Blyth, Inc. (NYSE:
BTH), a leading designer and marketer of candles and other home
accessories as well as health & wellness products sold through
the direct selling and direct marketing channels, today announced
that it and the Founders and certain other preferred stockholders
of its ViSalus network marketing subsidiary have reached an
agreement in principle whereby the Founders and those other
preferred stockholders will exchange their shares of Redeemable
Convertible Preferred Stock of ViSalus for shares of ViSalus Common
Stock. Presently, Blyth has an 80.9% ownership interest in
ViSalus and ViSalus's Founders and its other preferred stockholders
own the remaining 19.1%. The exchange of ViSalus Redeemable
Convertible Preferred Stock for ViSalus Common Stock will dilute
Blyth's ownership of ViSalus to approximately 10% and increase the
ownership interest of ViSalus's Founders and other stockholders to
approximately 90%. In addition, the transaction will
extinguish the obligation of ViSalus to redeem the ViSalus
Redeemable Convertible Preferred Stock on December 31, 2017 for an aggregate price of
$143.2 million which obligation is
presently guaranteed by Blyth.
Commenting on the transaction, Robert B.
Goergen, Jr., Blyth's CEO, said, "We are delighted to be
embarking on a transaction that will not only better position
ViSalus to undertake the important business initiatives necessary
to grow its business, but will also allow Blyth to retain an
investment in the health and wellness category which we continue to
believe holds significant potential for future growth. We are
encouraged by the steps already taken by the Founders of ViSalus
and its executive leadership team to identify and implement actions
geared to profitably grow its business in the future."
In connection with the completion of this transaction, Blyth
expects to enter into an amendment to the indenture governing its
6.00% Senior Notes due 2017 whereby the maturity date for the notes
will be accelerated to the earlier of (i) six (6) months from the
date of the transaction and (ii) the date, if any, that Blyth
consummates a new financing.
In addition, as a result of its reduced ownership in ViSalus,
Blyth will no longer consolidate its results in Blyth's financial
statements; rather, its investment will be reflected utilizing cost
method accounting treatment.
The agreement in principle described in this release is
non-binding and its implementation is subject to a number of
conditions, including entry into definitive agreements with respect
to the exchange of shares described above and the amendment to the
indenture governing Blyth's 6.00% Senior Notes due 2017.
Blyth, Inc., headquartered in Greenwich, CT, USA, is a direct to consumer
business focused on the direct selling and direct marketing
channels in twenty-one countries. It designs and markets
candles and accessories for the home through the direct selling
channel as well as health, wellness and beauty products, household
convenience items and personalized gifts through the
catalog/Internet channel. Its products are sold direct to the
consumer under the PartyLite® brand and to consumers in
the catalog/Internet channel under the Miles Kimball®,
Walter Drake®, Easy
Comforts®, As We Change® and
Exposures® brands.
Blyth, Inc. may be found on the Internet at www.blyth.com.
This press release contains "forward-looking statements" within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
not assurances of future performance and can be identified by the
fact that they do not relate to statements of historical or current
facts. Forward-looking statements include statements
concerning our plans, objectives, goals, strategies, future events
or performance and underlying assumptions. Forward-looking
statements often include words such as "anticipates," "will,"
"estimates," "expects," "projects," "intends," "plans," "believes"
and words of similar substance in connection with discussions of
future operating or financial performance. Examples of
forward-looking statements in this press release include, among
others, those related to the ability to complete the proposed
transaction between Blyth and ViSalus, ViSalus's prospects for
future growth and Blyth's potential for future growth in the health
and wellness category.
Blyth's forward-looking statements are based on management's
current beliefs, expectations and assumptions regarding the future
of Blyth's business, strategies, plans and performance, the economy
and other future conditions and future events, circumstances and
results. Because forward-looking statements relate to the
future, they are inherently susceptible to uncertainty, risks and
changes in circumstances that are difficult to predict and many of
which are outside our control. Our actual results and
financial condition could differ materially from those expressed or
implied in our forward-looking statements. Important factors
that could cause our actual results to differ materially from the
forward-looking statements include those set forth under "Risk
Factors" in Blyth's most recently filed Quarterly Report on Form
10-Q for the quarterly period ended June 30,
2014 and other filings with the Securities and Exchange
Commission.
For the reasons set forth above, investors should not place
undue reliance on forward-looking statements. Any
forward-looking statement made by us in this press release is based
only on information currently available to us and speaks only as of
the date on which it is made, even if subsequently made available
by us on our website or otherwise. We do not assume any
obligation to update the forward-looking statements provided to
reflect events that occur or circumstances or new information that
exists after the day on which they are made, except as provided by
law.
SOURCE Blyth, Inc.