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We have been getting all kinds of news related to the USANA bid to go private. Here is what we have learned so far:

- Gull Holding’s, an investors’ group assembled and controlled by the CEO of USANA (Dr. Wentz) is offering to take it private in a deal that values the vitamin company at about $426 million (a 25% premium to the stock’s closing price Monday).

- Dr. Myron Wentz, USANA’s majority shareholder, said he had assembled the group holding 68% of the company’s shares and would offer $26 a share, or about $136 million, for the shares the group didn’t already own

- The tender offer, subject to financing, represents approximately $240 million with the assumption of $28 million in debt

- Offer is proposed to be made through an acquisition vehicle called, Unity Acquisition Corp which is controlled by Gull Holdings.

- The Board has formed a special committee to evaluate the fairness of the offer

- There is some speculation that while the offer is a 25%+ premium to the current trading of the stock, it may not be enough and the bid may have to be increased

- Completion of a deal would be subject to, among other things:

(i) closing of the necessary debt financing to complete the offer

(ii) the holders of at least the majority of the publicly-held shares tendering their shares in the offer, and

(iii) the acquisition entity holding at least 90 percent of the outstanding shares of USANA common stock at the completion of the offer, including the shares held by Gull Holdings and the other participants in the offer.

- Following successful completion of the tender offer, Gull Holdings will effect a short-form merger of Unity Acquisition Corp. with and into USANA, in which USANA shares held by the remaining public shareholders will be converted into the same consideration paid in the tender offer.

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We just received this info and thought it would be very worth while to pass on.

Dear Editors,

I wanted you to have this information straight from the horses mouth. Perhaps you have received it already.

******

An Important Message from Our Founder

Hello, USANA Family. I have something very important that I wanted to share with you personally. I want to say that I am sorry that you have had to struggle through some challenges over the last 13 months, as your business was attacked for others’ financial gain. It has pained me that there was so little I could do to shield you from the unscrupulous lies and deception that you were subjected to. The short sellers have made an art and a living out of distorting the facts and profiting off fear.

I am here today to tell you that I have decided to take USANA private. I am about to take on the biggest challenge of my professional career, and I’m excited to do so. I am personally taking the steps necessary to buy out all of the outstanding shares in USANA. I am doing this because I believe so much in the vision of USANA and you, our Associates, that I want to do what I can to protect you and your business.

We want to manage this great company for your benefit, and not those on Wall Street. Their only concern is the next quarter, and when to get in and out of the stock. We won’t have to deal with the detractors who are after financial gain by spreading false rumors and creating fear. There really is very little benefit to USANA being a public company, and so much more we can do for you, the USANA Family, without Wall Street’s short-term view and demand for profits, above all. I have committed to putting everything I have, and can borrow into USANA, so we can focus USANA’s resources to continuing to make a difference in peoples’ lives.

We are here for the long-term, as there is so much more we need to do for mankind. May you live life to its fullest, in happiness and health.

Dr. Myron Wentz
Founder & Chairman
USANA Health Sciences, Inc.

USANA Health Sciences, Inc. 3838 W. Parkway Blvd Salt Lake City, UT 84120 U.S.A.

I must say I think this is a GREAT step for the company to be taking and I applaud this in many ways. Having run a public company myself, I am all too familiar with not only the value of being public but also the distractions and sometimes negative aspects as well. USANA has indeed been through a lot just in terms of compliance and having to deal with issues like the one we reported on with MinCOW. By being a public entity, Dr. Wentz will be afforded the opportunity to focus on growing the company through its core values and the development and support of great products.

Having been through this process, while it is not easy and may not be immediately supported by some, it is by far the best news this company has produced in years! I firmly believe that this will only help the company in ways it never imagined.

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