Martek Announces Agreement to Purchase Amerifit Brands

The transaction is expected to be accretive to Martek's earnings in fiscal 2010. Expense synergies are not expected. The transaction is expected to close in Martek's second fiscal quarter, subject to customary closing conditions.

22 Jan 2010 --- Martek Biosciences Corporation announced that it has entered into an agreement to purchase Amerifit Brands Inc., a consumer health and wellness company, from Charterhouse Group, Inc. in an all-cash transaction valued at $200 million, subject to working capital adjustments. Amerifit Brands develops, markets and distributes branded consumer health and wellness products focused on women's and digestive health benefits. Amerifit holds leading brand positions in all of its key product categories, and its products are sold in most major mass, club, drug, grocery and specialty stores. Amerifit's key products include: Culturelle, a leading probiotic supplement; AZO, the leading OTC brand addressing symptom relief, detection and prevention of urinary tract infections; and ESTROVEN, the leading all-natural nutritional supplement brand addressing the symptoms of menopause.

"Amerifit's first-class sales and marketing infrastructure and proven management team for selling branded consumer health and wellness products provide Martek with a platform for accelerating the commercialization of our nutritional product pipeline," stated Steve Dubin, Martek's CEO. "I am excited at the prospect of being able to develop consumer brands for some of the exciting new products in Martek's pipeline. This new capability will enable Martek to move up the value chain by getting closer to the consumer and should result in increased revenue and gross profit opportunities."

"The entire management team here at Amerifit is thrilled to become part of the Martek family," said Amerifit CEO Cyrill Siewert. "Amerifit's capabilities of marketing and growing leading consumer brands along with Martek's promising product pipeline, robust R&D capabilities, and commitment to science-based products is a compelling combination that should provide powerful opportunities for growth in the years ahead."

Under the terms of the transaction, Martek will pay consideration of $200 million, subject to working capital adjustments, of which $120 million will be paid from Martek's current cash reserves and the remainder from a new credit facility which has been established by Martek.

The transaction is expected to be accretive to Martek's earnings in fiscal 2010. Expense synergies are not expected. The transaction is expected to close in Martek's second fiscal quarter, subject to customary closing conditions, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Martek was advised by Canaccord Adams Inc., Hogan & Hartson LLP, and Miles & Stockbridge P.C.