Schiff Nutrition Acquires Airborne, Inc., a Leading Brand in Immunity Support for $150 million

Airborne develops and sells innovative dietary supplements throughout the United States and Canada, as well as online. Its Airborne health formula is designed to support customers’ immune systems.

3 April 2012 --- Schiff Nutrition International, Inc., has acquired Airborne, Inc., a leading provider of immune support products on March 30, 2012 for $150 million in cash, subject to certain adjustments.

“Schiff is focused on building premium brands and leading innovation,” stated Tarang Amin, president and chief executive officer. “We are excited about the Airborne acquisition, which fits well with our strategy and establishes Schiff as a leader in the immune support segment. Airborne is a strong brand and will make an excellent addition to Schiff’s portfolio, and we plan to leverage our science, innovation, marketing and sales capabilities to further its growth.”

Airborne develops and sells innovative dietary supplements throughout the United States and Canada, as well as online. Its Airborne health formula is designed to support customers’ immune systems through its unique combination of vitamins, nutrients and proprietary blend of herbal extracts. Its immune support products include iconic effervescent tablets, new chewable tablets and on-the-go packets, all in a variety of flavors.

Marti Morfitt, Airborne, Inc.’s chief executive officer, stated: “I am very proud of the work the Airborne team has done over the past three years to re-establish the growth of the brand and to develop a strong pipeline of new products and marketing programs designed to support the future growth of the business. We are happy to see our business move to the team at Schiff -- they bring great talent and resources to the business and share our passion for building a leading immune support brand.”

“Schiff intends to couple Airborne’s leading brand and product portfolio with our strong capabilities in science and innovation,” continued Amin. “For example, there has been promising scientific research into the potential relationship between BC(30), the proprietary probiotics technology we acquired rights to last year, and supporting the immune system. We are currently conducting a study with Dr. Glenn R. Gibson at The University of Reading in the UK on the effects of BC(30) on the immune function of healthy elderly persons. This is but one of the many potential opportunities to bring science and innovation to Airborne.”

Under the terms of the purchase agreement, Schiff acquired 100% of Airborne’s stock from GF Capital Private Equity Fund, LP for $150 million, subject to certain adjustments. Schiff funded the all-cash transaction through a combination of a new debt facility and cash on its balance sheet.

Airborne, Inc. generated net revenue of approximately $70 million for the twelve months ended February 29, 2012. Preliminarily, the company expects to recognize transaction related costs of approximately $4.5 million in fiscal 2012, of which $0.9 million was recognized during the third fiscal quarter.

The transaction is expected to become accretive during the first half of fiscal year 2014. The company is in the process of finalizing its overall cost of capital, completing its valuation of the acquired business, including allocation of purchase price to primarily intangible assets, and determining the expected timing of certain synergies. Management expects to further address the overall impact of the acquisition on its financial results and future outlook when it announces its fourth quarter and fiscal 2012 financial results.

Houlihan Lokey acted as financial advisor to Schiff in connection with the transaction.

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