TPG Growth acquires 25% of Schiff Nutrition's fully diluted outstanding shares from WHF

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Schiff Nutrition International, Inc., (NYSE:WNI), announced today that TPG Growth, the middle market buyout and growth platform of TPG, a global private investment firm, has purchased approximately 25% of Schiff Nutrition's fully diluted outstanding shares from Weider Health and Fitness (WHF), Schiff Nutrition's majority shareholder, for $48.8 million.

“We are delighted to partner with TPG, a world-class firm with substantial expertise and resources, to build an exciting future for Schiff Nutrition”

TPG Growth purchased 7.487 million shares of Class B common stock, which automatically converted to Class A common stock on a one-to-one basis. WHF President and CEO Eric Weider continues to serve as chairman of the board of Schiff Nutrition. Following the transaction, WHF owns approximately 25% of the fully diluted outstanding shares and retains approximately 78% of the voting power. TPG Growth and WHF have agreed to vote together on major business issues affecting the growth and operations of the company.

"We are delighted to partner with TPG, a world-class firm with substantial expertise and resources, to build an exciting future for Schiff Nutrition," said Weider. "TPG has extensive healthcare, pharmaceutical, consumer/retail and operational expertise that can help support the company's organic growth, new product development, global sourcing, potential acquisition activities and enhance shareholder value."

In connection with the transaction, Schiff Nutrition appointed two TPG Growth executives, William E. McGlashan, Jr., managing partner, and Matthew T. Hobart, managing director, to its board of directors effective October 14th, increasing the board to ten.

McGlashan said, "Schiff Nutrition has consistently delivered strong execution and solid profitability in an intensely competitive industry. The management team has grown the Move Free® brand into a category leader while successfully launching innovative new products such as MegaRed®. We believe Schiff is an effective platform for growth that can take advantage of industry consolidation and excel in new product development in an expanding category. We support the company's strategy and look forward to helping bolster its long-term growth."

Weider concluded, "I am especially pleased to welcome Bill and Matt to the board. In addition to the TPG Growth support, they bring an impressive array of personal experience. Bill co-founded and led Pharmanex, Inc., a leading dietary supplement company, and has over 20 years experience in the nutritional supplements industry. Matt brings a strong background positioning companies in the consumer space for significant financial growth and working with companies to expand globally."

McGlashan became a founding partner of TPG Growth in 2004. Prior to that he was the turn-around Chairman and CEO of Critical Path, and previously was the co-founder and CEO of Vectis Group, a venture capital corporation. He was also co-founder and President of Pharmanex, Inc, a leading phyto-pharmaceutical and dietary supplement company. Prior to Pharmanex, McGlashan was a senior associate with Bain Capital and Information Partners. He earned a B.A. with honors from Yale University and an M.B.A. from the Stanford Graduate School of Business. He serves on the Boards of XOJET, David's Bridal, AgraQuest, SuccessFactors, Elevance Renewable Sciences, Bay Area Discovery Museum and the Advisory Council for the Yale School of Management.

Hobart joined TPG Growth in 2004. Prior, he was the Vice President of Corporate Development for Critical Path. Previously, Hobart co-founded and served as a Managing Director of Vectis Group, a venture capital corporation. Prior to Vectis Group, he made private equity investments in the US and Europe for the $2.2 billion Morgan Stanley Capital Partners III L.P. fund. Hobart earned a B.A. with Honors in Economics from Miami University and an M.B.A. from the Stanford University Graduate School of Business.

Financial Guidance

The WHF-TPG transaction triggers certain provisions under the company's management and board of director long-term incentive plans, including accelerated vesting of outstanding awards and, in certain cases, accelerated payment of such awards. The company will recognize approximately $3.6 million in related long-term incentive plan expenses during its fiscal 2011 second quarter, a portion of which would have been recognized during its fiscal 2011 third and fourth quarters. As a result of accelerated vesting of the awards, certain fiscal 2011 guidance regarding operating expenses previously provided on September 14, 2010 when the company reported its fiscal 2011 first quarter financial results is being updated. Including incremental incentive plan expenses, for fiscal 2011 the company believes selling and marketing costs will approximate 16.0% to 18.0% of net sales; and other operating expenses will approximate $22.0 million to $23.5 million. The company anticipates reporting on its fiscal 2011 second quarter and, as appropriate, updating fiscal 2011 financial guidance either during the third or fourth week of December 2010.

Source:

Schiff Nutrition International, Inc.,

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