M&A - USANA HEALTH SCIENCES INC

Form Type: ARS

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000089626425000113

Filing Summary: On April 9, 2025, USANA Health Sciences, Inc. announced the acquisition of Hiya Health Products, LLC, a direct-to-consumer children's wellness brand. This acquisition is a strategic milestone for USANA, expanding its product offerings and entering the growing market of children's health. Hiya operates with a subscription model which is positioned for sustainable long-term growth. In 2024, USANA generated $855 million in net sales, and the inclusion of Hiya is expected to enhance its revenue streams. The company plans to improve customer experiences and increase active customer numbers through various strategic initiatives in 2025, emphasizing product innovation and regional market engagement. The overall mission continues to center on improving health and wellness while also supporting global charitable efforts.

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Form Type: 8-K/A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000089626425000082

Filing Summary: USANA Health Sciences, Inc. filed an Amendment No. 1 on Form 8-K/A to amend their original report filed on December 23, 2024. This amendment pertains to the company’s acquisition of a controlling interest in Hiya Health Products, LLC. The report details the agreement and plan of merger signed on December 23, 2024, where USANA's subsidiary, Karate Merger Sub, LLC, merged with Hiya, making Hiya the surviving entity. The amendment includes the audited financial statements and pro forma financial information that were not included in the original filing, providing investors with necessary insights into Hiya's financial health at the time of acquisition.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000089626424000235

Filing Summary: On December 23, 2024, USANA Health Sciences, Inc. entered into and completed an Agreement and Plan of Merger to acquire a controlling interest in Hiya Health Products, LLC. This merger involved USANA's wholly-owned subsidiary, Karate Merger Sub, LLC, merging with Hiya, which will continue as the surviving entity. Following the merger, USANA received 78.85% of Hiya's membership interests through the issuance of Class A units, while accredited investors (Qualified Holders) received cash and Class B units equating to 21.15% of membership interests. Non-accredited holders received cash consideration. Additionally, options for Hiya membership interests were canceled with cash compensation provided. The total cash consideration for the 78.85% interest amounted to $205 million, funded by USANA's existing cash and debt resources. The merger agreement includes standard representations and warranties and establishes a new limited liability company agreement for the Surviving Company, detailing management structures and member rights. Upon merger completion, USANA announced the transaction via a press release and updated its corporate presentation.

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