M&A: USANA HEALTH SCIENCES INC

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000089626424000235

Comments: 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.

Document Link: View Document