GNC Corporation Files Registration Statement With SEC for IPO

PITTSBURGH, July 31, 2006 /PRNewswire via COMTEX/ -- GNC Corporation ("GNC" or the "Company"), the largest global specialty retailer of nutritional supplements, today announced that on July 28, 2006 it filed an amended registration statement with the Securities and Exchange Commission for the initial public offering of its common stock. A total of 23,530,000 shares of common stock are to be sold in the offering, with approximately 9.4 million new shares to be offered by GNC and approximately 14.1 million shares to be sold by its principal stockholder.

Merrill Lynch & Co., Lehman Brothers Inc., and UBS Investment Bank are acting as joint book-running managers and Goldman, Sachs & Co., J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated are acting as the co- managers for the proposed offering.

GNC anticipates that the initial public offering price will be between $16.00 and $18.00 per share. The initial public offering price will be determined by the Company in consultation with the underwriters.
The Company intends to use the net proceeds of the offering to redeem all outstanding shares of its 12% Series A Exchangeable Preferred Stock, and any remaining net proceeds will be used for working capital and general corporate purposes.

The offering will be made only by means of a prospectus. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted before the time the registration statement becomes effective.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A preliminary prospectus may be obtained from:

Merrill Lynch & Co.
4 World Financial Center
New York, New York 10080

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

UBS Investment Bank
299 Park Avenue
New York, New York 10171

GNC, based in Pittsburgh, Pennsylvania, is the largest global specialty retailer of nutritional supplements, which includes vitamin, mineral and herbal supplements, sports nutrition products, diet and energy products, specialty supplements and products and supplements for low carb lifestyles. GNC operates more than 4,800 retail locations throughout the United States, including approximately 1,100 domestic franchise locations, and locations in 44 countries. The Company also sells products through its website,

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business that is not historical information. Forward-looking statements can be identified by the use of terminology such as "subject to," "believes," "anticipates," "plans," "expects," "intends," "estimates," "projects," "may," "will," "should," "can," the negatives thereof, variations thereon, and similar expressions, or by discussions of strategy. GNC believes there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain, we may not realize our expectations, and our beliefs may not prove correct. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Actual results could differ materially from those described or implied by such forward-looking statements. We disclose factors that may materially affect such forward-looking statements in our periodic reports filed with the SEC and in our quarterly earnings releases.

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