Blyth, Inc. (NYSE:BTH), a leading multi-channel designer and marketer of home fragrance products, home decor products and household convenience items, reported that it has signed an agreement to purchase ViSalus Holdings, LLC through a series of investments. ViSalus is a direct seller of nutritional supplements, energy drinks and weight management products sold to consumers in the United States one-on-one by independent distributors, approximately half of whom are men.
Commenting on the investment, Robert B. Goergen, Blyth’s Chairman of the Board and CEO, said, “Today’s commitment builds further on Blyth’s long-term focus on direct-to-consumer sales opportunities. Several years ago, we initiated a start up, Two Sisters Gourmet, which markets sauces, dips and related food products to consumers through the party plan method of direct selling. Now, we are entering the health and wellness category. Importantly, we are able to diversify within the direct selling channel with products that appeal to different consumer segments and do not compete with our core PartyLite business.” Mr. Goergen continued, “Our partnership with the founders of ViSalus is mutually beneficial in that Blyth is entering into a third direct selling product category marketing consumable goods and ViSalus can leverage expertise from Blyth’s direct selling core competency, as well as various corporate functions required by a growing enterprise. Moreover, longer term, our experience entering international markets should be beneficial to ViSalus’s expansion.”
ViSalus Holdings LLC was founded by Ryan Blair, Nick Sarnicola and Blake Mallen in March 2005. The founders and the ViSalus management team will retain their roles and lead the company.
“The stakeholders of ViSalus are thrilled that ViSalus will become a member of the Blyth family of companies. Our union with Blyth will provide significant resources, helping our Company to achieve its objectives,” stated Ryan Blair, CEO of ViSalus Holdings LLC.
The acquisition of ViSalus by Blyth involves related parties. Several years ago, the Ropart Asset Management Fund I (http://www.ropart.com), a private equity vehicle owned by the Goergen family, provided seed capital for ViSalus, and one of Mr. Goergen’s sons, who is not involved with Blyth, was elected to the Board of Managers of ViSalus. As a result, Blyth’s Board of Directors took a number of additional steps designed to ensure that the transaction was considered, analyzed, negotiated and approved objectively and independently. Several months ago the board formed a committee comprised solely of independent directors to explore and analyze in detail the process by which management identified, proposed, analyzed and negotiated the acquisition to ensure that management was acting independently and in the best interests of Blyth and its shareholders.
The committee retained Bryant Park Capital, Inc. and received their opinion to the effect that, as of July 29, 2008 and based upon and subject to the matters stated in its opinion, the consideration to be paid by Blyth pursuant to the purchase agreement was fair from a financial point of view to Blyth. The committee retained the law firm of Morgan Lewis & Bockius, LLP to advise it with respect to the transaction. Following this process and after consideration of the relationships and the interests of the Goergen family, the independent members of Blyth’s board concluded based on the recommendation of the committee that the transaction is in the best interests of Blyth and approved the transaction.
“Our Special Committee was very impressed with the work that you did for us… your thoroughness, professionalism and commitment to achieve a quality product was very appreciated by all of us.”