Kimberly Redmond//May 10, 2023//
A franchise location of The Vitamin Shoppe in Valparaiso, Ind. - PROVIDED BY THE VITAMIN SHOPPE
A franchise location of The Vitamin Shoppe in Valparaiso, Ind. - PROVIDED BY THE VITAMIN SHOPPE
Kimberly Redmond//May 10, 2023//
Franchise Group Inc., the parent company of Secaucus-based nutritional retailer The Vitamin Shoppe, agreed to be bought by a management group led by its chief executive officer, Brian Kahn.
Under the terms of the $2.6 billion deal announced May 10, the Ohio-headquartered, publicly traded holding company will go private after the acquisition’s expected close later this year.
The agreement allows for Franchise Group to be acquired by a consortium led by Kahn, in partnership with B. Riley Financial Inc. and private equity firm Irradiant Partners.
Together, they will acquire 64% of the company’s issued and outstanding common stock not currently owned by members of the management team.
Under the proposal, non-management stockholders will receive $30 in cash for each share of common stock they hold, representing a premium of 31.9% over the company’s closing price on March 17 – the last trading day before Franchise Group announced it received an unsolicited buyout offer.
Upon completion of the transaction, Franchise’s management team, including Kahn, will continue to run the company.
The agreement was unanimously approved by the Franchise Group’s board of directors; however, it does include a 30-day “go-shop” period, during which the company can solicit alternative bids from interested parties.
In a statement, Matt Avril, board chairman, said, “This transaction is an exciting milestone for our company.”
Avril, who served on a special committee tasked with reviewing the takeover bid, said, “We believe the proposed transaction delivers immediate and certain value for public stockholders at a significant premium to the unaffected share price, and we have the flexibility to explore other potential transaction opportunities during the go shop period under the merger agreement.”
Kahn said, “We are excited to have this opportunity to continue our business strategy of partnering with high quality franchisees, operators and financial institutions, while also delivering certain value to our public stockholders despite a challenging business environment.”
The announcement comes about five months after The Wall Street Journal reported that the company was considering going private through a potential management buyout led by Kahn.
Just a few of Franchise Group’s other brands include: Pet Supplies Plus, Sylvan Learning, Wag N’ Wash, Buddy’s Home Furnishings, American Freight and Badcock Home Furniture & More. Altogether, its footprint includes 3,000 locations that are either company-run or operated under franchise or dealer agreements.
Franchise Group acquired The Vitamin Shoppe in December 2019, as part of an effort to diversify its business and operations.
Last year, Franchise Group was in exclusive talks with Kohl’s to acquire the department store chain. However, Kohl’s called off the sale in July 2022 citing difficult financing conditions and market conditions, Reuters reported at the time.