GNC Holdings, Inc. announced today that it has reached an agreement with Harbin Pharmaceutical Group Co., Ltd. (“Hayao”) for the funding of Hayao’s previously announced $300 million strategic investment in GNC (the “Amendment”) and has entered into definitive documentation (the “JV Framework Agreement”) with respect to joint ventures in Hong Kong and China (collectively, the “China JV”).
Pursuant to the Amendment, Hayao’s $300 million investment in GNC will be funded in three separate tranches: an initial $100 millioninvestment to be made by November 9, 2018 (the “Initial Closing”), an additional $50 million investment to be made by December 28, 2018 (the “First Subsequent Closing”) and a final approximately $150 million investment to be made by February 13, 2019 (the “Second Subsequent Closing”). The economic terms for Hayao’s $300 million investment have not changed. The Amendment also provides that Hayao will be entitled to designate two directors to the GNC board after completion of the Initial Closing, increasing to an aggregate of five directors after completion of the Second Subsequent Closing.
The execution of the JV Framework Agreement satisfies the closing condition related to the definitive documentation of the China JV. In addition, Hayao has advised GNC that the required foreign exchange registration with the State Administration of Foreign Exchange (SAFE) for the People’s Republic of China has been completed. The companies expect to complete the Initial Closing by November 9, 2018, subject to satisfaction of customary closing date conditions. Each of the First Subsequent Closing and the Second Subsequent Closing are subject to customary closing conditions. The formation and completion of the China JV is conditioned upon completion of the Second Subsequent Closing. There can be no assurance that the remaining applicable closing conditions will be satisfied or waived within the timeframes described above.