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Nutraceutical International Corp – ‘PRER14A’ on 7/12/17

On:  Wednesday, 7/12/17, at 5:25pm ET   ·   Accession #:  1047469-17-4530   ·   File #:  0-23731

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 7/12/17  Nutraceutical International Corp  PRER14A                1:1.7M                                   Merrill Corp/New/FA

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 1: PRER14A     Revised Preliminary Proxy Solicitation Material     HTML   1.28M 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

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[                    ], 2017

Dear Fellow Stockholder:

          You are cordially invited to attend a special meeting of stockholders of Nutraceutical International Corporation, a Delaware corporation ("Nutraceutical" or the "Company"), on [                    ], 2017 at 9:00 a.m., local time, at [            ] (the "special meeting").

          At the special meeting, you will be asked to consider and vote upon the adoption of the Agreement and Plan of Merger, dated May 21, 2017 (as it may be amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and among Nutrition Parent, LLC, a Delaware limited liability company ("Parent"), Nutrition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and the Company, which provides for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "merger"), on the terms in the merger agreement. Parent and Merger Sub are each controlled by investment funds affiliated with HGGC, LLC, a private equity firm. If the merger is completed, you will be entitled to receive $41.80 in cash, without interest and less any applicable withholding taxes, for each share of common stock, par value $0.01 per share (the "common stock"), of the Company that you own at the effective time of the merger, unless you seek and perfect your appraisal rights under Delaware law.

          The Company's board of directors (the "Board") formed a special committee of three disinterested and independent directors to, among other things, review and evaluate the merger agreement, consider and evaluate alternatives available to the Company and alleviate any potential conflicts of interest. After careful consideration, the Board, upon the unanimous recommendation of the special committee, unanimously approved the merger agreement and determined that it is in the best interests of the Company and its stockholders to enter into the merger agreement, declared the merger agreement advisable and recommends that the Company's stockholders adopt the merger agreement and approve the merger. Accordingly, the Board recommends a vote "FOR" the proposal to adopt the merger agreement and "FOR" each of the other proposals to be voted on at the special meeting.

          The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the proxy statement, the accompanying annexes and any documents incoporated by reference in the proxy statement carefully and in their entirety.

        Your vote is important, regardless of the number of shares of common stock you own.    The merger cannot be completed unless the merger agreement is adopted by stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting. If you abstain from voting, fail to vote (in person or by proxy) or fail to give voting instructions to your bank, broker or other nominee, it will have the same effect as a vote against the proposal to adopt the merger agreement. Whether or not you plan to attend the special meeting in person, we urge you to submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. If you attend the stockholders meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you are a beneficial owner of shares of common stock held in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

          If you have any questions or need assistance voting your shares, please contact Nutraceutical's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor, New York, NY 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

          Thank you for your ongoing support and continued interest in the Company. We look forward to seeing you at the special meeting.

          The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

          The accompanying proxy statement is dated [                    ], 2017 and is first being mailed to holders of common stock on or about [                    ], 2017.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

NUTRACEUTICAL INTERNATIONAL CORPORATION
1400 Kearns Boulevard, 2nd Floor
Park City, Utah 84060

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [            ], 2017

General:

        The Company's board of directors (the "Board"), upon the unanimous recommendation of a special committee of disinterested and independent directors, unanimously approved the merger agreement and determined that it is in the best interests of the Company and its stockholders to enter into the merger agreement, declared the merger agreement advisable and recommends that the Company's stockholders adopt the merger agreement and approve the merger. Accordingly, the Board unanimously recommends that the Company's stockholders vote "FOR" the merger proposal, "FOR" the nonbinding compensation proposal and "FOR" the adjournment proposal.

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        Assuming a quorum is present, the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of common stock entitled to vote on the proposal, and each of the nonbinding compensation proposal and the adjournment proposal require the affirmative vote of the majority of shares of common stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter.

        Completion of the merger is conditioned on, among other things, approval of the merger proposal.

        Under Delaware law, Nutraceutical stockholders who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of common stock as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for appraisal prior to the vote on the merger proposal and comply with the other Delaware law procedures for exercising statutory appraisal rights, which are summarized in the section titled "Appraisal Rights" in the accompanying proxy statement. The applicable Delaware appraisal statute is also reproduced in its entirety in Annex C to the accompanying proxy statement.

        Your vote is important, regardless of the number of shares of common stock you own. Whether or not you plan to attend the special meeting in person, we urge you to submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you are a beneficial owner of shares of common stock held in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger proposal, without your instructions.

        The foregoing matters are more fully described in the accompanying proxy statement, which forms a part of this notice and is incorporated herein by reference. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the proxy statement, the accompanying annexes and any documents incorporated by reference in the proxy statement carefully and in their entirety. If you have any questions concerning the merger agreement, the merger or the other transactions contemplated by the merger agreement, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help submitting a proxy to have your shares of common stock voted, please contact Nutraceutical's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor, New York, NY 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

Park City, Utah
[                    ], 2017

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SUMMARY TERM SHEET

        This summary term sheet highlights selected information in this proxy statement and may not contain all of the information about the merger agreement or the merger that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this proxy statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the matters being considered at the special meeting. You may obtain, without charge, copies of any of the documents we file with the Securities and Exchange Commission (the "SEC") by following the instructions under the section of this proxy statement titled "Where You Can Find Additional Information."

        In this proxy statement,(i) the terms "we," "us," "our company," the "Company" and "Nutraceutical" refer to Nutraceutical International Corporation; (ii) the term "Parent" refers to Nutrition Parent, LLC; (iii) the term "Merger Sub" refers to Nutrition Sub, Inc.; (iv) the term "HGGC" refers individually and collectively, as applicable, to HGGC, LLC and its affiliated funds; (v) the term "merger agreement" refers to the Agreement and Plan of Merger, dated as of May 21, 2017, by and among Parent, Merger Sub and the Company, as the same may be amended, supplemented or otherwise modified from time to time; and (vi) the term "common stock" refers to the common stock, par value $0.01 per share, of the Company.

The Parties
(page 20)

        Nutraceutical International Corporation.    Nutraceutical is an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold primarily to and through domestic health and natural food stores. Internationally, the Company markets and distributes branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. The Company's core business strategy is to acquire, integrate and operate businesses in the natural products industry that manufacture, market and distribute branded nutritional supplements.

        The Company manufactures and sells nutritional supplements and other natural products under numerous brands, including Solaray®, KAL®, Dynamic Health®, Nature's Life®, LifeTime®, Natural Balance®, NaturalCare®, Health from the Sun®, Zhou Nutrition®, Pioneer®, Nutra BioGenesis®, Life-flo®, Organix South®, Heritage Store® and Monarch Nutraceuticals®.

        The Company owns neighborhood natural food markets, which operate under the trade names The Real Food Company™, Thom's Natural Foods™, Cornucopia Community Market™ and Granola's®. The Company also owns health food stores, which operate under the trade name Fresh Vitamins®.

        The Company manufactures and/or distributes one of the broadest branded product lines in the industry, with approximately 7,500 individual stock keeping units ("SKUs"), including approximately 750 SKUs exclusively sold internationally. We believe that, as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers.

        We were formed in 1993. Our shares of common stock are quoted on the NASDAQ Stock Market LLC ("NASDAQ") under the symbol "NUTR."

Nutraceutical International Corporation
1400 Kearns Boulevard, 2nd Floor
Park City, Utah 84060
(435) 655-6106

        Nutrition Parent, LLC.    Parent was formed by entities affiliated with HGGC solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in

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any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Based in Palo Alto, California, HGGC is a leading middle-market private equity firm with over $4.25 billion in cumulative capital commitments. Upon completion of the merger, Nutraceutical will be a direct wholly-owned subsidiary of Parent.

Nutrition Parent, LLC
c/o HGGC, LLC
1950 University Avenue, Suite 350
Palo Alto, California 94303

        Nutrition Sub, Inc.    Merger Sub is a wholly-owned subsidiary of Parent and was formed by Parent solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist.

Nutrition Sub, Inc.
c/o HGGC, LLC
1950 University Avenue, Suite 350
Palo Alto, California 94303

The Merger
(page 31)

        The Company, Parent and Merger Sub entered into the merger agreement on May 21, 2017. A copy of the merger agreement is included as Annex A to this proxy statement. Upon the terms and subject to the conditions in the merger agreement and in accordance with the Delaware General Corporation Law ("DGCL"), at the effective time of the merger, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will continue as the surviving corporation of the Merger as a wholly-owned subsidiary of Parent. From time to time in this proxy statement, we refer to the Company as it will exist after the completion of the merger as the "surviving corporation."

        At the effective time of the merger, and without any action by any stockholder, each share of common stock that is outstanding immediately prior to the effective time of the merger (other than shares held by the Company as treasury stock, owned by Parent or Merger Sub or any of their respective direct or indirect wholly owned subsidiaries or as to which holders thereof have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically converted into the right to receive cash in an amount equal to $41.80, without interest, which is referred to as the "per share price."

The Special Meeting
(page 22)

        The special meeting will be held on [            ], 2017, at 9:00 a.m. local time, at [          ]. At the special meeting, holders of common stock will be asked to, among other things, vote for the adoption of the merger agreement. Please see the section of this proxy statement titled "The Special Meeting" for additional information on the special meeting, including how to vote your shares of common stock.

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Record Date and Stockholders Entitled to Vote; Vote Required
(page 23)

        You may vote the shares of common stock at the special meeting that you owned at the close of business on [          ], 2017, the record date for the special meeting. As of the close of business on the record date, there were [            ] shares of common stock outstanding and entitled to vote. You may cast one vote for each share of common stock that you held on the record date. The adoption of the merger agreement by the holders of common stock requires the affirmative vote of stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon as of the close of business on the record date.

Background of the Merger
(page 31)

        A description of the process we undertook that led to the proposed merger, including our discussions with Parent, is included in this proxy statement under "The Merger—Background of the Merger."

Reasons for the Merger; Recommendation of the Board
(page 41)

        The Company's board of directors (the "Board") formed a special committee of three disinterested and independent directors to, among other things, review and evaluate the merger agreement, consider and evaluate alternatives available to the Company and alleviate any potential conflicts of interest. After careful consideration, the Board, upon the unanimous recommendation of the special committee, unanimously approved the merger agreement and determined that it is in the best interests of the Company and its stockholders to enter into the merger agreement, declared the merger agreement advisable and recommended that the Company's stockholders adopt the merger agreement and approve the merger. Accordingly, the Board recommends a vote "FOR" the merger proposal. The Board also recommends a vote "FOR" the nonbinding compensation proposal and "FOR" the adjournment proposal.

        For a discussion of the material factors that the Board considered in determining to recommend the adoption of the merger agreement, please see the section of this proxy statement titled "The Merger—Reasons for the Merger; Recommendation of the Board."

Opinion of the Company's Financial Advisor
(page 46)

        The Company retained Peter J. Solomon Company, LLC and its affiliate Peter J. Solomon Securities Company, LLC (collectively, "PJSC") to act as financial advisor to the Company in connection with the Company's review and evaluation of a range of strategic and financial alternatives, including a potential transaction with HGGC. The Company selected PJSC as its financial advisor on the basis of PJSC's knowledge of the Company and its industry as well as PJSC's experience and reputation advising public companies in transactions similar to the merger.

        At its May 21, 2017 meeting to consider the approval of the merger agreement, the Board and the special committee received an oral opinion, which was confirmed in writing, from PJSC, to the effect that, as of May 21, 2017, and based upon and subject to various assumptions and limitations described in its opinion, the $41.80 per share merger consideration to be received by holders of common stock (other than Parent and its affiliates) was fair, from a financial point of view, to such stockholders. The full text of PJSC's written opinion, which is attached to this proxy statement as Annex B and is incorporated by reference in its entirety into this proxy statement, sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by PJSC. Holders of

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shares of common stock are urged to read this opinion carefully and in its entirety. PJSC's opinion was provided for the information of the Board and the special committee in connection with their evaluation of the merger consideration from a financial point of view and did not address any other aspects or implications of the merger. PJSC's opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed merger or otherwise. For a more complete description of PJSC's opinion, see the section titled "The Merger—Opinion of the Company's Financial Advisor" and Annex B to this proxy statement.

Certain Effects of the Merger
(page 55)

        Upon the consummation of the merger, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will continue to exist following the merger as a wholly-owned subsidiary of Parent.

        Following the consummation of the merger, shares of common stock will no longer be traded on NASDAQ or any other public market, and the registration of shares of common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be terminated.

Effects on the Company if the Merger Is Not Completed
(page 56)

        In the event that the merger proposal does not receive the required approval from the holders of common stock, or if the merger is not completed for any other reason, the holders of common stock will continue to own their shares and not receive any payment for their shares of common stock in connection with the merger. Instead, the Company will remain an independent public company listed and traded on NASDAQ. Under certain circumstances, if the merger agreement is terminated, the Company may be obligated to pay to Parent a termination fee. Please see the section of this proxy statement titled "The Merger Agreement—Termination Fees and Expenses."

Treatment of Equity Awards
(page 71)

        At the effective time of the merger, each Company performance stock unit (which is referred to as a "PSU") that is outstanding immediately prior to the effective time of the merger will be canceled and converted into the right to receive from Parent or the surviving corporation an amount in cash, without interest, equal in value to the per share price multiplied by the aggregate number of shares of common stock subject to such PSU (assuming the maximum level of performance achievable under the terms of the PSUs, which is 210%). This amount in cash is referred to as the "PSU cash payment." The PSU cash payment is payable in two installments through the surviving corporation's payroll system as follows: (i) subject to the holder's continued employment through the effective time of the merger, an initial amount will become payable at the effective time of the merger, equal to the greater of (A) 50% of the PSU cash payment and (B) the number of shares of common stock subject to the PSUs that would otherwise vest pursuant to the applicable grant notice multiplied by the per share price and (ii) the remaining amount of the PSU cash payment will become payable on the earlier of (I) the one-year anniversary of the effective time of the merger, subject to the continued employment of such holder and (II) the termination of such holder's employment (A) by the Company without cause (and other than due to death or disability) or (B) by such holder for good reason. See "The Merger Agreement—Treatment of Equity Awards."

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Interests of the Company's Directors and Executive Officers in the Merger
(page 59)

        The Company's directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of the Company's stockholders generally. The members of the Board and the special committee were aware of and considered these interests in approving the merger agreement and determining it to be in the best interests of the Company and its stockholders to enter into the merger, declaring the merger agreement advisable and recommending that the Company's stockholders adopt the merger agreement and approve the merger. These interests include:

•

each PSU upon the effective time of the merger will be canceled and converted into the right to receive the PSU cash payment to be paid at times and subject to the conditions set forth in the merger agreement (as described below in "The Merger Agreement—Treatment of Equity Awards");



•

certain of the Company's executive officers are party to a change of control agreement with the Company that provides (i) severance in the case of a qualifying termination of employment in connection with or within one year following a change of control, which will include completion of the merger, and (ii) in the case of the two executive officers who do not hold any PSUs, a cash payment equal to the amount that such individuals would have received had they actually held 5,000 PSUs immediately prior to the effective time of the merger; and



•

the Company's directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

        Please see the section titled "The Merger—Interests of the Company's Directors and Executive Officers in the Merger" for additional information about these financial interests.

Voting Agreement
(page 58)

        In connection with the merger agreement, Parent, Merger Sub, Frank W. Gay II, the Company's Chairman and Chief Executive Officer, and Jeffrey A. Hinrichs, a member of the Board and the Company's Chief Operating Officer, entered into a Voting and Support Agreement, dated as of May 21, 2017, which, as it may be amended, supplemented or otherwise modified from time to time, is referred to in this proxy statement as the "voting agreement." As of the date of this proxy statement, Mr. Gay owns approximately 7.9% of our outstanding shares of common stock, and Mr. Hinrichs owns approximately 2.5% of our outstanding shares of common stock. Under the voting agreement, each of Messrs. Gay and Hinrichs agreed, during the term of the voting agreement, to vote his shares of common stock (i) in favor of the merger proposal and the nonbinding compensation proposal and/or (ii) against (A) any action or agreement which could reasonably be expected to result in any of the Company's closing conditions under the merger agreement not being fulfilled and (B) any acquisition proposal other than an offer or proposal by Parent or Merger Sub. Among other events, the voting agreement will terminate if the Board (or a committee thereof) changes its recommendation in favor of the adoption of the merger agreement or if the merger agreement is terminated pursuant to and in accordance with its terms.

Common Stock Ownership of Directors and Executive Officers
(page 91)

        As of [          ], 2017, the directors and executive officers of Nutraceutical beneficially owned in the aggregate approximately 1,213,201 shares of common stock, or approximately 13.1% of the outstanding shares of common stock. We currently expect that each of these individuals will vote all of his or her shares of common stock in favor of each of the proposals to be presented at the special meeting, although none of them is obligated to do so except for Messrs. Frank W. Gay II, the Company's

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Chairman and Chief Executive Officer, and Jeffrey A. Hinrichs, a member of the Board and the Company's Chief Operating Officer, who are parties to a voting agreement with Parent and Merger Sub. See the section titled "The Merger—Voting Agreement" for additional information about the voting agreement between Parent, Merger Sub and Messrs. Gay and Hinrichs.

Financing of the Merger; Limited Guaranty
(page 57)

        The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition.

        We anticipate that the total amount of funds necessary at closing to complete the merger and the related transactions will be approximately $461 million. This amount includes the funds needed to: (i) make the payment of all amounts payable to holders of common stock and PSUs in connection with or as a result of the merger; (ii) repay, prepay or discharge (after giving effect to the merger) the principal amount of and interest on all outstanding indebtedness of the Company required to be repaid at the effective time of the merger under the merger agreement; and (iii) pay all fees and expenses required to be paid at the closing by Parent or Merger Sub under the merger agreement.

        In connection with the merger, Parent and HGGC Fund III, L.P., an affiliate of HGGC, entered into an equity commitment letter, dated May 21, 2017 (as it may be amended, supplemented or otherwise modified from time to time, as the "equity commitment letter"), pursuant to which HGGC Fund III, L.P. has committed to provide Parent, on the terms and subject to the conditions set forth in the equity commitment letter, immediately prior to the closing of the merger, an equity contribution of an aggregate amount of $455.7 million. We refer to this equity contribution in this proxy statement as the "equity financing."

        In the merger agreement, Parent and Merger Sub have represented and warranted to the Company that the net proceeds of the equity financing, when funded in accordance with the equity commitment letter, together with available cash of the Company and its subsidiaries at the closing of the merger, will be, in the aggregate, sufficient to fund the amounts referred to in the second paragraph immediately above. In addition, HGGC Fund III, L.P. has executed a limited guaranty, dated as of May 21, 2017 (as it may be amended, supplemented or otherwise modified from time to time, as the "limited guaranty") in favor of the Company to guarantee, subject to the limitations described therein, the payment of certain monetary obligations that may be owed by Parent pursuant to the merger agreement as well as to be bound by and comply (and cause its affiliates to comply) with Parent's obligations under the merger agreement to obtain antitrust approvals to the extent such obligations are applicable to Parent's affiliates. The Company is a third party beneficiary to the equity commitment letter and is a party to the limited guaranty.

        For more information regarding the equity commitment letter and the equity financing, see the section of this proxy statement titled "The Merger—Financing of the Merger." For more information regarding the limited guaranty, see the section of this proxy statement titled "The Merger—Limited Guaranty."

Conditions of the Merger
(page 86)

        The obligations of the Company, Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver of various conditions on or prior to the effective time of the merger, including the following:

•

adoption of the merger agreement by the Company's stockholders;

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•

expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") (see the section titled "The Merger—Regulatory Approvals Required for the Merger" for information regarding the early termination of the waiting period); and



•

the absence of any legal or regulatory restraints enjoining or otherwise prohibiting the consummation of the merger.

        Each party's obligation to consummate the merger is also subject to the satisfaction or waiver of certain additional conditions, including:

•

subject to certain materiality and other qualifiers, the accuracy of the representations and warranties of the other party;



•

performance in all material respects by the other party of its obligations under the merger agreement; and



•

in the case of Parent's and Merger Sub's obligations, the absence of a Company material adverse effect (which term is described in the section titled "The Merger Agreement—Representations and Warranties").

        The consummation of the merger is not conditioned upon Parent's receipt of financing.

        Before the closing, each of the Company, Parent and Merger Sub may waive any of the conditions to its obligation to consummate the merger even though one or more of the conditions described above has not been met, except where waiver is not permissible under applicable law. Please see the section of this proxy statement titled "The Merger Agreement—Conditions of the Merger."

Regulatory Approvals Required for the Merger
(page 69)

        The consummation of the merger is subject to review under the HSR Act. As described above in the section titled "—Conditions of the Merger," the obligations of Parent and the Company to consummate the merger are subject to expiration or early termination of any applicable waiting period under the HSR Act. Under the HSR Act and the rules and regulations promulgated thereunder by the Federal Trade Commission ("FTC") the merger cannot be completed until each of the Company and Parent file a Notification and Report Form with the FTC and the Antitrust Division of the Department of Justice ("DOJ") and the applicable waiting period under the HSR Act has expired or been earlier terminated. Parent and the Company each filed a Notification And Report Form on May 26, 2017. On June 7, 2017, the FTC granted early termination, effective immediately, of the applicable waiting period under the HSR Act.

        The merger agreement includes covenants obligating each of the parties to use reasonable best efforts to cause the merger to be consummated and to take certain actions to resolve objections under any antitrust laws. Among other things, Parent and Merger Sub have agreed unconditionally and without qualification to divest any assets, terminate any relationships, change any operations and agree to any restrictions on the activities of Parent, Merger Sub or the Company, and to contest, defend and appeal any legal proceedings, to avoid entry of or to have vacated, lifted or terminated, any order of any kind or nature that would prevent the consummation of the merger and other transactions contemplated by the merger agreement before 11:59 p.m., Pacific time, on November 21, 2017 (which is referred to as the "termination date"). For more information regarding these covenants, see the section of this proxy statement titled "The Merger Agreement—Reasonable Best Efforts; Antitrust Filings."

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Go-Shop Period; No-Shop Period; Company Board Recommendation Change
(page 78)

        During the period (which is referred to as the "go-shop period") beginning on the date of the merger agreement and continuing until 12:00 p.m. Eastern time on July 20, 2017 (which is referred to as the "no-shop period start date"), the Company and its representatives generally may actively solicit acquisition proposals (as defined below in the section titled "The Merger Agreement—Go-Shop Period; No-Shop Period; Company Board Recommendation Change—Go-Shop Period"), provide non-public information relating to the Company and its subsidiaries to third parties in connection with soliciting acquisition proposals (subject to entering into an acceptable confidentiality agreement) and participate and engage in discussions or negotiations regarding acquisition proposals. In addition, for ten days after the no-shop period start date (which tenth day is referred to as the "cut-off date"), the Company may continue to engage in any of the activities just described with an exempted party (as defined in the section titled "The Merger Agreement—Go-Shop Period; No-Shop Period; Company Board Recommendation Change—Go-Shop Period"), so long as the exempted party remains an exempted party.

        From and after the no-shop period start date, the merger agreement generally restricts the Company's ability to solicit acquisition proposals from third parties (including by furnishing non-public information), or to participate in discussions or negotiations with third parties regarding any acquisition proposals.

        However, between the no-shop period start date and the adoption of the merger agreement by the Company's stockholders, if the Company or any of its representatives receives an unsolicited acquisition proposal that the Board determines in good faith (after consultation with its independent financial advisor and outside legal counsel) either constitutes or would reasonably be expected to result in a superior proposal (as defined below in the section titled "The Merger Agreement—Go-Shop Period; No-Shop Period; Company Board Recommendation Change—Go-Shop Period"), then the Company and the Board may furnish non-public information to, and participate in discussions or negotiations with the party that, made the acquisition proposal.

        In addition, the Board generally is not permitted under the merger agreement to change its recommendation in favor of the adoption of the merger agreement. However, in certain circumstances, the Board is permitted to make a Company board recommendation change (as defined below in the section titled "The Merger Agreement—Go-Shop Period; No-Shop Period; Company Board Recommendation Change—Company Board Recommendation Change") in response to certain unforeseen, intervening events or to accept a superior proposal if, in either case, the Board determines in good faith that the failure to do so would be inconsistent with its fiduciary duties and negotiates in good faith with Parent (to the extent Parent desires to do so) for two or three business days (depending on the circumstances) to make adjustment to the merger agreement so that the Board's fiduciary duties no longer require it to make a Company board recommendation change in response to the intervening event or so that the acquisition proposal no longer constitutes a superior proposal.

Termination
(page 87)

        The merger agreement may be terminated and the merger abandoned in the following circumstances:

•

by mutual written agreement of Parent and the Company at any time prior to the effective time of the merger;



•

by either Parent or the Company at any time prior to the effective time of the merger if:



—

any permanent legal restraint or statute, rule or regulation prohibits or makes illegal the consummation of the merger (except that this termination right will not be available to

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any party that has failed to comply with its best efforts covenants to make any such restraint, statute, rule or regulation not applicable to the merger);

—

the effective time of the merger has not occurred by 11:59 p.m. Pacific time, on November 21, 2017 (which is referred to as the "termination date") (except that this termination right will not be available to any party if the other party has the right to terminate the merger agreement due to the first party's breach or whose failure to act has been the primary cause of a closing condition not being satisfied or the effective time not having occurred before the termination date); or



—

the Company's stockholders fail to adopt the merger agreement at the special meeting;



•

by Parent if:



—

at any time prior to the effective time of the merger, the Company has breached the merger agreement in a material respect so as to cause a condition precedent protecting only the Company not to be satisfied, subject to certain notice and cure periods (except that this termination right will not be available if Parent or Merger Sub is then in breach of any of their respective representations, warranties or covenants so as to cause certain conditions precedent to Parent's and Merger Sub's obligations to consummate the merger not to be satisfied); or



—

at any time prior to the adoption of the merger agreement by the Company's stockholders, the Board makes a Company board recommendation change and Parent exercises this right to termination within ten business days thereafter; and



•

by the Company if:



—

at any time prior to the effective time of the merger, Parent or Merger Sub has breached the merger agreement in a material respect so as to cause a condition precedent of Parent and Merger Sub not to be satisfied, subject to certain notice and cure periods (except that this termination right will not be available if the Company is then in breach of any of its representations, warranties or covenants so as to cause certain conditions precedent to the Company's obligation to consummate the merger not to be satisfied);



—

at any time prior to the adoption of the merger agreement by the Company's stockholders, the Company has received a superior proposal, the Board (or any committee thereof) has authorized the Company to enter into a definitive alternative acquisition agreement to consummate such superior proposal, the Company has complied in all material respects with its go-shop and no-shop covenants with respect to such superior proposal and prior to or concurrently with such termination the Company pays or causes to be paid to Parent the Company termination fee (summarized below); or



—

Parent and Merger Sub fail to consummate the merger when required to do so under the merger agreement, the Company has irrevocably notified Parent in writing that the Company is ready, willing and able to consummate the merger and that either all conditions precedent protecting only the Company have been satisfied or the Company is willing to waive any unsatisfied conditions, the Company has given Parent at least three business days' notice that the Company intends to terminate the merger agreement and Parent and Merger Sub fail to consummate the merger within such three business day period.

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Termination Fees and Expenses
(page 89)

        Upon termination of the merger agreement under specified circumstances, including by the Company to accept a superior proposal, the Company will be required to pay Parent a termination fee (which is referred to as the "Company termination fee") of either (i) $5.3 million in the case of a termination by the Company to accept a superior proposal from an exempted party before the cut-off date or (ii) $12 million in the case of a termination (A) by the Company to accept a superior proposal with any other party or after the cut-off date or (B) if the Company Board changes its recommendation to the Company's stockholders.

        The merger agreement also provides that Parent will pay the Company a fee (which is referred to as the "Parent termination fee") of $24 million if Parent or Merger Sub willfully breaches the merger agreement or fails to consummate the merger when required to do so under the merger agreement. See "The Merger Agreement—Termination Fees and Expenses."

Appraisal Rights
(page 93)

        Pursuant to Section 262 of the DGCL, Nutraceutical stockholders who do not vote in favor of adoption of the merger agreement, who continuously hold their shares of common stock through the effective time of the merger and who otherwise comply with the applicable requirements of Section 262 of the DGCL have the right to seek appraisal of the fair value of their shares of common stock, as determined by the Delaware Court of Chancery, if the merger is completed. The "fair value" of shares of common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the per share price that stockholders would otherwise be entitled to receive under the terms of the merger agreement.

        The right to seek appraisal will be lost if a Nutraceutical stockholder votes "FOR" the merger proposal. However, abstaining or voting against adoption of the merger agreement is not in itself sufficient to perfect appraisal rights because additional actions must also be taken to perfect such rights.

        Nutraceutical stockholders who wish to exercise the right to seek an appraisal of their shares must so advise the Company by submitting a written demand for appraisal prior to the taking of the vote on the merger proposal at the special meeting, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as bank, broker or other nominee, must act promptly to cause the record holder to follow the steps required by Section 262 of the DGCL and in a timely manner to perfect appraisal rights. In view of the complexity of Section 262 of the DGCL, Nutraceutical stockholders that may wish to pursue appraisal rights are urged to consult their legal and financial advisors. In addition, under Section 262 of the DGCL, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all stockholders who have perfected their appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of common stock, or (ii) the value of the per share price multiplied by the total number of shares of common stock entitled to appraisal exceeds $1 million. See "Appraisal Rights."

Material U.S. Federal Income Tax Consequences of the Merger
(page 65)

        The receipt of cash in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, if you are a holder of common stock who is a U.S. holder (as defined below in the section of

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this proxy statement titled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger"), you will recognize gain or loss equal to the difference, if any, between the amount of cash you receive in the merger (including any cash required to be withheld for tax purposes) and your adjusted tax basis in the shares of common stock converted into cash in the merger. Gain or loss will be determined separately for each block of shares of common stock (that is, shares acquired for the same cost in a single transaction). If you are a holder of common stock who is a non-U.S. holder (as defined below in the section of this proxy statement titled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger"), the merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States, or the Company is, or was during the relevant period, a U.S. real property holding corporation. Further, the merger may be a taxable transaction to you under non-U.S. federal income tax laws, and you are encouraged to seek tax advice regarding such matters. Because individual circumstances may differ, we urge you to consult your own tax advisor to determine the particular tax effects to you.

        You are urged to read the section of this proxy statement titled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the material U.S. federal income tax consequences of the merger.

Current Price of Common Stock
(page 99)

        The closing sale price of common stock on NASDAQ on July 11, 2017 was $41.60. You are encouraged to obtain current market quotations for common stock in connection with voting your shares of common stock.

Additional Information
(page 101)

        You can find more information about the Company in the periodic reports and other information we file with the SEC. The information is available at the SEC's public reference facilities and at the website maintained by the SEC at www.sec.gov. See "Where You Can Find Additional Information."

        Additionally, if you have any questions concerning the merger, the special meeting or accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor, New York, NY 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a holder of common stock. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Why am I receiving this proxy statement?

        On May 21, 2017, the Company entered into the merger agreement with Parent and Merger Sub. Pursuant to the merger agreement, Merger Sub will be merged with and into Nutraceutical, with Nutraceutical surviving the merger as a wholly-owned subsidiary of Parent.

        You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the proposal to adopt the merger agreement and the other matters to be voted on at the special meeting described below under "—What proposals will be considered at the special meeting?"

As a holder of common stock, what will I receive in the merger?

        Each share of common stock that is outstanding immediately prior to the effective time of the merger (other than shares held by the Company as treasury stock, owned by Parent or Merger Sub or any of their respective direct or indirect wholly-owned subsidiaries or as to which the holders thereof have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically converted into the right to receive cash in an amount equal to $41.80, without interest and less any applicable withholding taxes, which is referred to as the "per share price."

        The exchange of shares of common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement titled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" for a more detailed description of the United States federal income tax consequences of the merger. You are urged to consult your own tax advisor for a full understanding of how the merger will affect you for federal, state, local and/or non-U.S. taxes purposes.

How does the per share price compare to the recent trading price of common stock?

        The per share price of $41.80 represents a premium of approximately 49% over the Company's closing stock price on May 19, 2017 (the last full trading day before the date of the merger agreement) and a premium of approximately 15.6% over the Company's all-time high closing stock price. On July 11, 2017, the closing price of the common stock was $41.60 per share.

What will happen to outstanding Company equity awards in the merger?

        At the effective time of the merger, each PSU that is outstanding immediately prior to the effective time of the merger will be canceled and converted into the right to receive from Parent or the surviving corporation an amount in cash, without interest, equal in value to the per share price multiplied by the aggregate number of shares of common stock subject to such PSU (assuming the maximum level of performance achievable under the terms of the PSUs, which is 210%). This amount in cash is referred to as the "PSU cash payment." The PSU cash payment is payable in two installments through the surviving corporation's payroll system as follows: (i) subject to the holder's continued employment through the effective time of the merger, an initial amount will become payable at the effective time of the merger, equal to the greater of (A) 50% of the PSU cash payment and (B) the number of shares of common stock subject to the PSUs that would otherwise vest pursuant to the applicable grant notice multiplied by the per share price and (ii) the remaining amount of the PSU

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cash payment will become payable on the earlier of (I) the one-year anniversary of the effective time of the merger, subject to the continued employment of such holder and (II) the termination of such holder's employment (A) by the Company without cause (and other than due to death or disability) or (B) by such holder for good reason.

        See "The Merger Agreement—Treatment of Equity and Equity-Based Awards."

When and where is the special meeting of our stockholders?

        The special meeting will be held on [            ], 2017, at 9:00 a.m. local time, at [                  ].

Who is entitled to vote at the special meeting?

        Only holders of record of common stock as of the close of business on [          ], 2017, the record date for the special meeting, are entitled to vote the shares of common stock they held as of the record date at the special meeting. As of the close of business on the record date, there were [            ] shares of common stock outstanding and entitled to vote. Each stockholder is entitled to one vote for each share of common stock held by such stockholder on the record date on each of the proposals presented at the special meeting.

May I attend the special meeting and vote in person?

        Yes. All stockholders as of the record date may attend the special meeting and vote in person; however, if you are a beneficial owner of shares of common stock held in "street name," you must contact your bank, broker or other nominee to obtain a legal proxy to vote your shares by ballot in person at the special meeting. Seating will be limited. Stockholders will need to present proof of ownership of shares of common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

What proposals will be considered at the special meeting?

        At the special meeting, holders of common stock will be asked to consider and vote on the following proposals:

•

a proposal to adopt the merger agreement, which we refer to as the "merger proposal;"



•

a nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the merger, which we refer to as the "nonbinding compensation proposal;" and



•

a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal, which we refer to as the "adjournment proposal."

What constitutes a quorum for purposes of the special meeting?

        Under the Amended and Restated By-Laws of the Company (our "by-laws"), the holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, constitutes a quorum for the transaction of business at the special meeting. The inspector of election appointed for the special meeting will determine whether a quorum is present. The inspector of election will treat abstentions and broker non-votes as present for purposes of determining the presence of a quorum.

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        If a quorum is not present, the only business that can be transacted at the special meeting is the adjournment of the meeting to another date or time.

What vote of our stockholders is required to approve each of the proposals?

        The approval of the merger proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon as of the close of business on the record date. Accordingly, shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the merger proposal.

        The approval of the nonbinding compensation proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Accordingly, abstentions will have the same effect as a vote "AGAINST" the nonbinding compensation proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, and broker non-votes will have no effect on the outcome of the nonbinding compensation proposal.

        If a quorum is present, the approval of the adjournment proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Accordingly, if a quorum is present, abstentions will have the same effect as a vote "AGAINST" the adjournment proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, and broker non-votes will have no effect on the outcome of the adjournment proposal. However, under our by-laws, if a quorum is not present, then the approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting. Accordingly, if a quorum is not present, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the adjournment proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee will have no effect on the outcome of the adjournment proposal.

What is a "broker non-vote"?

        If a beneficial owner of shares of common stock held in "street name" by a bank, broker or other nominee does not provide the organization that holds its shares with specific voting instructions, then, under applicable rules, the organization that holds its shares may generally vote on "routine" matters but cannot vote on "non-routine" matters. All of the proposals to be voted on at the special meeting are "non-routine" matters. If the organizations that holds the beneficial owner's shares does not receive instructions from such stockholder on how to vote its shares on any proposal to be voted on at the special meeting, that bank, broker or other nominee will inform the inspector of election at the special meeting that it does not have authority to vote on any proposal at the special meeting with respect to such shares, and, furthermore, such shares will not be deemed to be in attendance at the meeting. However, if the bank, broker or other nominee receives instructions from such stockholder on how to vote its shares as to at least one proposal but not all of the proposals, the shares will be voted as instructed on proposal as to which voting instructions have been given but will not be voted on the other, uninstructed proposal(s). This is generally referred to as a "broker non-vote."

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How does the Board recommend that I vote?

        The Board recommends a vote "FOR" the merger proposal, "FOR" the nonbinding compensation proposal and "FOR" the adjournment proposal.

        For a discussion of the factors that the special committee and the Board considered in determining to recommend the approval of the merger agreement, please see the section of this proxy statement titled "The Merger—Reasons for the Merger; Recommendation of the Board." In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that certain of the Company's directors and executive officers have financial interests that may be different from, or in addition to, the interests of the Company's stockholders generally. Please see the section of this proxy statement titled "The Merger—Interests of the Company's Directors and Executive Officers in the Merger."

How do the Company's directors and executive officers intend to vote?

        As of [          ], 2017, the directors and executive officers of Nutraceutical beneficially owned in the aggregate approximately 1,213,201 shares of common stock, or approximately 13.1% of the outstanding shares of common stock at such time. We currently expect that each of these individuals will vote all of his or her shares of common stock in favor of each of the proposals to be presented at the special meeting, although none of them is obligated to do so except for Messrs. Frank W. Gay II, the Company's Chairman and Chief Executive Officer, and Jeffrey A. Hinrichs, a member of the Board and the Company's Chief Operating Officer, who are parties to the voting agreement with Parent and Merger Sub. See Annex D attached hereto for a copy of the voting agreement and see the section titled "The Merger—Voting Agreement" for additional information about the voting agreement.

Why am I being asked to cast a nonbinding, advisory vote to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the merger?

        The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require the Company to seek an advisory (non-binding) vote with respect to certain payments that may be made to the Company's named executive officers in connection with the merger.

What will happen if the Company's stockholders do not approve the compensation proposal?

        The vote on the nonbinding compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Because the vote on the nonbinding compensation proposal is advisory only, it will not be binding on Nutraceutical, the Board, Parent or the surviving corporation. Accordingly, because Nutraceutical is contractually obligated to pay the compensation, if the merger agreement is adopted by the holders of common stock and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the nonbinding advisory vote.

What happens if I sell my shares of common stock before the special meeting?

        The record date for the special meeting is earlier than the date of the special meeting. If you sell or transfer your shares of common stock after the record date, but before the special meeting, you will retain your right to vote such shares at the special meeting. However, the right to receive the per share price will pass to the person to whom you transferred your shares. In order to receive the per share price in connection with the merger, you must hold your shares of common stock through the effective time of the merger.

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How do I cast my vote if I am a stockholder of record?

        If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company LLC, you are considered, with respect to those shares, to be the "stockholder of record." In this case, this proxy statement and your proxy card have been sent directly to you by the Company.

        If you are a stockholder of record as of the record date, you may vote such shares by ballot in person at the special meeting or by submitting your proxy via the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement titled "The Special Meeting—Voting Procedures."

        If you are a holder of record of shares of common stock and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares in favor of each of the merger proposal, the nonbinding compensation proposal and the adjournment proposal.

How do I cast my vote if my shares of common stock are held in "street name" by my bank, broker or other nominee?

        If your shares are held through a bank, broker or other nominee, you are considered the "beneficial owner" of shares of common stock held in "street name." In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record.

        If you are a beneficial owner of shares of common stock held in "street name," you must follow the instructions from your bank, broker or other nominee in order to vote such shares. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. Without providing those instructions, your shares will not be voted, which will have the same effect as a vote "AGAINST" the merger proposal.

What will happen if I abstain from voting or fail to vote on any of the proposals?

        If you abstain from voting, fail to cast your vote in person or by proxy or fail to give voting instructions to your broker, it will have the same effect as a vote "AGAINST" the merger proposal.

        Assuming a quorum is present at the special meeting, failures to vote and "broker non-votes" will have no effect on the outcome of the nonbinding compensation proposal or the adjournment proposal.

Can I change my vote after I have delivered my proxy or my voting instructions?

        Yes. If you are a stockholder with shares of common stock registered in your name, you may revoke your proxy at any time prior to the time it is voted by filing with the Secretary of the Company an instrument revoking the proxy (by submitting a new proxy bearing a later date, by using the telephone or Internet proxy submission procedures described under "The Special Meeting—Voting Procedures") or by attending the special meeting and voting by ballot. Merely attending the special meeting will not, by itself, revoke a proxy. Please note, however, that only your last-dated proxy or your vote by ballot will count. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the special meeting.

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        If you are a beneficial owner of shares of common stock held in "street name," you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares by ballot in person at the special meeting.

What should I do if I receive more than one set of voting materials?

        You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of common stock. If you are a holder of common stock of record and your shares of common stock are registered in more than one name, you will receive more than one proxy card. Please submit each proxy and voting instruction card that you receive to ensure that all your shares of common stock are voted.

If I hold my shares of common stock in certificated form, should I send in my stock certificates now?

        No. Promptly after the effective time of the merger, each holder of a certificate representing shares of common stock that have been converted into the right to receive the per share price will be sent a letter of transmittal describing the procedure for surrendering your shares in exchange for the per share price. If you hold your shares in certificated form, you will receive your cash payment after the payment agent receives your stock certificates and any other documents requested in the instructions. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the payment agent without a letter of transmittal. If you hold shares of common stock in uncertificated, book-entry form, you will not be required to deliver a stock certificate, and you will receive your cash payment after the payment agent receives an "agent's message" and any other documents requested in the instructions.

Where can I find the voting results of the special meeting?

        If available, the Company may announce preliminary voting results at the conclusion of the special meeting. The Company intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the special meeting. All reports that the Company files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement titled "Where You Can Find More Information."

Am I entitled to seek appraisal rights instead of accepting the per share price for my shares of common stock?

        Yes. Under Delaware law, record holders of common stock who do not vote in favor of the adoption of the merger agreement and who continuously hold their shares of common stock through the effective time of the merger and otherwise comply with the applicable requirements of Section 262 of the DGCL will be entitled to seek appraisal rights in connection with the merger, and if the merger is completed, obtain payment in cash of the fair value of their shares of common stock as determined by the Delaware Court of Chancery, instead of receiving the per share price for their shares. Under Section 262 of the DGCL, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all stockholders who have perfected their appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of common stock, or (ii) the value of the per share price multiplied by the total number of shares of common stock entitled to appraisal exceeds $1 million. To exercise appraisal rights, Nutraceutical stockholders must comply with the procedures prescribed by Section 262 of the DGCL. These procedures are summarized under "Appraisal Rights." In addition, the full text of Section 262 of the DGCL is included as Annex C to this proxy statement. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. Because of the complexity of the procedures for exercising the

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right to seek appraisal, stockholders who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL.

When is the merger expected to be completed?

        We are working toward completing the merger as promptly as possible, but as of the date of this proxy statement we cannot accurately estimate the closing date of the merger because the merger is subject to the satisfaction (or, the extent permitted by applicable law, waiver) of the conditions to Parent, Merger Sub and the Company's respective obligations to consummate the merger, some of which are not within the parties' control. However, we currently expect the merger to close in the second half of 2017.

What effect will the merger have on the Company?

        If the merger is consummated, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will continue to exist following the merger as a wholly-owned subsidiary of Parent. Following such consummation of the merger, shares of common stock will no longer be traded on NASDAQ or any other public market, and the registration of shares of common stock under the Exchange Act will be terminated.

What happens if the merger is not completed?

        If the merger proposal is not approved by the Company's stockholders, or if the merger is not completed for any other reason, the holders of common stock will not receive any payment for their shares of common stock in connection with the merger. Instead, the Company will remain an independent public company and stockholders will continue to own their shares of common stock. The common stock will continue to be registered under the Exchange Act and listed and traded on NASDAQ. Under certain circumstances, if the merger is not completed, the Company may be obligated to pay to Parent a termination fee. For more information, please see the section of this proxy statement titled "The Merger Agreement—Termination Fees and Expenses."

What is householding and how does it affect me?

        The SEC permits companies to send a single set of certain disclosure documents to stockholders who share the same address and have the same last name, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. This practice, known as "householding," is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

        If you received a householded mailing and you would like to have additional copies of this proxy statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to Investor Relations by phone at 435-655-6106, by mail to Nutraceutical International Corporation, Investor Relations, 1400 Kearns Boulevard, 2nd Floor, Park City, Utah 84060, or by e-mail to investor@nutraceutical.com. We will promptly send additional copies of this proxy statement upon receipt of such request.

Who can help answer my questions?

        If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Nutraceutical's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor, New York, NY 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Any statements in this proxy statement about the proposed merger, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, future financial and operating results, future capital structure and liquidity, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the Board or management of the Company constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers can identify these statements by forward-looking words such as "may," "could," "should," "would," "intend," "will," "expect," "anticipate," "believe," "plan," "expect," "estimate," "continue" or similar words. The actual results of Nutraceutical and its subsidiaries or the merger could vary materially as a result of a number of factors, including, but not limited to: (i) the possibility that competing offers will be made; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including in circumstances which would require the Company to pay the Company termination fee or other expenses; (iii) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; (iv) the effect of the announcement or pendency of the transactions contemplated by the merger agreement on the Company's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (v) risks related to diverting management's attention from the Company's ongoing business operations; and (vi) the outcome of any legal proceedings that may be instituted against the Company, Parent or others following announcement of the merger agreement and transactions contemplated therein. Other factors that may cause actual results to differ materially include those set forth in the reports that Nutraceutical files from time to time with the SEC, including its annual report on Form 10-K for the year ended September 30, 2016 and quarterly and current reports on Forms 10-Q and 8-K. These forward-looking statements reflect Nutraceutical's expectations as of the date of this proxy statement. Nutraceutical undertakes no obligation to update the information provided herein. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

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THE PARTIES

Nutraceutical International Corporation

        Nutraceutical International Corporation and its subsidiaries is an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold primarily to and through domestic health and natural food stores. Internationally, the Company markets and distributes branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. The Company's core business strategy is to acquire, integrate and operate businesses in the natural products industry that manufacture, market and distribute branded nutritional supplements.

        The Company manufactures and sells nutritional supplements and other natural products under numerous brands, including Solaray®, KAL®, Dynamic Health®, Nature's Life®, LifeTime®, Natural Balance®, NaturalCare®, Health from the Sun®, Zhou Nutrition®, Pioneer®, Nutra BioGenesis®, Life-flo®, Organix South®, Heritage Store® and Monarch Nutraceuticals®.

        The Company owns neighborhood natural food markets, which operate under the trade names The Real Food Company™, Thom's Natural Foods™, Cornucopia Community Market™ and Granola's®. The Company also owns health food stores, which operate under the trade name Fresh Vitamins®.

        The Company manufactures and/or distributes one of the broadest branded product lines in the industry, with approximately 7,500 individual SKUs, including approximately 750 SKUs exclusively sold internationally. We believe that, as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers.

        We were formed in 1993. Our shares of common stock are quoted on NASDAQ under the symbol "NUTR."

Nutraceutical International Corporation
1400 Kearns Boulevard, 2nd Floor
Park City, Utah 84060
(435) 655-6106

Nutrition Parent, LLC.

        Parent was formed by entities affiliated with HGGC solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Based in Palo Alto, California, HGGC is a leading middle-market private equity firm with over $4.25 billion in cumulative capital commitments. Upon completion of the merger, Nutraceutical will be a direct wholly-owned subsidiary of Parent.

Nutrition Parent, LLC
c/o HGGC, LLC
1950 University Avenue, Suite 350
Palo Alto, California 94303

Nutrition Sub, Inc.

        Merger Sub is a wholly-owned subsidiary of Parent and was formed by Parent solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the merger

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agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist.

Nutrition Sub, Inc.
c/o HGGC, LLC
1950 University Avenue, Suite 350
Palo Alto, California 94303

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THE SPECIAL MEETING

        We are furnishing this proxy statement to the holders of common stock as part of the solicitation of proxies by the Board for use at the special meeting and at any adjournments or postponements thereof.

Date, Time and Place

        The special meeting will be held on [            ], 2017, at 9:00 a.m. local time, at [            ].

        If you plan to attend the meeting, please note that you will need to present government-issued identification showing your name and photograph (e.g., a driver's license or passport), and, if you are a representative of an institutional investor, professional evidence showing your representative capacity for such entity, in each case to be verified against our stockholder list as of the record date for the meeting. In addition, if you are a beneficial owner who holds shares of common stock in "street name," which means your shares are held in an account at a bank, broker or other nominee, you will need a legal proxy from such entity or a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date for the meeting. Please note, however, that unless you have a legal proxy from your bank, broker or other nominee, you will not be able to vote any shares held in street name by ballot in person at the special meeting.

Purpose of the Special Meeting

        At the special meeting, holders of common stock will be asked to consider and vote on the following proposals:

•

a proposal to adopt the merger agreement, which we refer to as the "merger proposal" (see the section of this proxy statement titled "The Merger Agreement");



•

a nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the merger, which we refer to as the "nonbinding compensation proposal" (see the section of this proxy statement titled "The Merger—Interests of the Company's Directors and Executive Officers in the Merger"); and



•

a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal, which we refer to as the "adjournment proposal."

        A copy of the merger agreement is attached as Annex A to this proxy statement.

Recommendation of the Board

        The Board formed a special committee of three disinterested and independent directors to, among other things, review and evaluate the merger agreement, consider and evaluate alternatives available to the Company and alleviate any potential conflicts of interest. After careful consideration, the Board, upon the unanimous recommendation of the special committee, unanimously approved the merger agreement and determined that it is in the best interests of the Company and its stockholders to enter into the merger agreement, declared the merger agreement advisable and recommends that the Company's stockholders adopt the merger agreement and approve the merger. Accordingly, the Board recommends a vote "FOR" the merger proposal. The Board also recommends a vote "FOR" the nonbinding compensation proposal and "FOR" the adjournment proposal.

        For a discussion of the material factors that the special committee and the Board considered in determining to recommend the adoption of the merger agreement, please see the section of this proxy statement titled "The Merger—Reasons for the Merger; Recommendation of the Board."

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Record Date and Stockholders Entitled to Vote

        Only holders of common stock of record as of the close of business on [            ], 2017, the record date for the special meeting, are entitled to vote the shares of common stock they held on the record date at the special meeting. As of the close of business on the record date, there were [            ] shares of common stock outstanding and entitled to vote. Each stockholder is entitled to one vote for each share of common stock held by such stockholder on the record date on each of the proposals presented in this proxy statement.

        A list of stockholders entitled to vote at the special meeting will be available for examination by any stockholder for any purpose germane to the special meeting beginning ten days prior to the special meeting, and ending on the date of the special meeting, during ordinary business hours at the Company's principal place of business, 1400 Kearns Boulevard, 2nd Floor, Park City, Utah 84060. Such list will also be available at the special meeting during the duration of the meeting.

Quorum

        Under our by-laws, the holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, constitutes a quorum for the transaction of business at the special meeting. The inspector of election appointed for the special meeting will determine whether a quorum is present. The inspector of election will treat abstentions and broker non-votes as present for purposes of determining the presence of a quorum.

        If a beneficial owner of shares held in "street name" by a bank, broker or other nominee and does not provide the organization that holds its shares with specific voting instructions, then, under applicable rules, the organization that holds its shares may generally vote on "routine" matters but cannot vote on "non-routine" matters. All of the proposals to be voted on at the special meeting are "non-routine" matters. If the organizations that holds the beneficial owner's shares does not receive instructions from such stockholder on how to vote its shares on any proposal to be voted on at the special meeting, that bank, broker or other nominee will inform the inspector of election at the special meeting that it does not have authority to vote on any proposal at the special meeting with respect to such shares, and, furthermore, such shares will not be deemed to be in attendance at the meeting. However, if the bank, broker or other nominee receives instructions from such stockholder on how to vote its shares as to at least one proposal but not all of the proposals, the shares will be voted as instructed on any proposal which voting instructions have been given but will not be voted on the other, uninstructed proposal(s). This is generally referred to as a "broker non-vote."

        If a quorum is not present, the only business that can be transacted at the special meeting is the adjournment of the meeting to another date or time. Under our by-laws, if a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Vote Required

Adoption of the Merger Proposal

        The approval of the merger proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon as of the close of business on the record date. Accordingly, shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the merger proposal.

        Under the merger agreement, stockholder approval of the merger proposal is a condition to the consummation of the merger.

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Approval of the Nonbinding Compensation Proposal

        Assuming a quorum is present, the approval of the nonbinding compensation proposal requires the affirmative vote of the majority of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Accordingly, abstentions will have the same effect as a vote "AGAINST" the nonbinding compensation proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, and broker non-votes will have no effect on the outcome of the nonbinding compensation proposal.

        The vote on the nonbinding compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Because the vote on the nonbinding compensation proposal is advisory only, it will not be binding on Nutraceutical, the Board, Parent or the surviving corporation. Accordingly, because Nutraceutical is contractually obligated to pay the compensation, if the merger agreement is adopted by the holders of common stock and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the nonbinding advisory vote.

Approval of the Adjournment Proposal

        If a quorum is present, the approval of the adjournment proposal requires the affirmative vote of the majority of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Accordingly, if a quorum is present, abstentions will have the same effect as a vote "AGAINST" the adjournment proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, and broker non-votes will have no effect on the outcome of the adjournment proposal.

        However, under our by-laws, if a quorum is not present, then the approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting. Accordingly, if a quorum is not present, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the adjournment proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee will have no effect on the outcome of the adjournment proposal.

        The vote on the adjournment proposal is a vote separate and apart from the vote to adopt the merger agreement. Nutraceutical does not intend to call a vote on this proposal if the merger proposal is approved at the special meeting.

Tabulation of Votes; Results

        The Company will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the special meeting.

Voting Procedures

        Whether or not you plan to attend the special meeting and regardless of the number of shares of common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

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        To ensure that your shares of common stock are voted at the special meeting, we recommend that you vote promptly by proxy, even if you plan to attend the special meeting in person, using one of the following three methods:

•

Vote via the Internet.  Follow the instructions for internet voting shown on the proxy card mailed to you.



•

Vote by Telephone.  Follow the instructions for telephone voting shown on the proxy card mailed to you.



•

Vote by Proxy Card.  Complete, sign, date and return the enclosed proxy card by mail in the prepaid reply envelope.

        The internet and telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares of common stock for the matters brought before the special meeting as described in this proxy statement and confirm that your proxy has been properly recorded.

        Votes submitted by telephone or via the internet for the matters brought before the special meeting as described in this proxy statement must be received by 11:59 p.m., Eastern Time, [            ], 2017.

        If you submit your proxy via the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder with shares of common stock registered in your name and submit your proxy but do not direct the persons named as proxies how to vote your shares on a proposal to be brought before the special meeting, the persons named as proxies will vote your shares in favor of the merger proposal, the nonbinding compensation proposal and the adjournment proposal, as applicable.

        If you are a beneficial owner of shares of common stock held in "street name" by a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote your shares. If you follow the instructions from your bank, broker or other nominee for voting your shares, then your bank, broker or other nominee will vote your shares according to your instructions. Under applicable rules, your bank, broker or other nominee has authority to vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. If you do not provide voting instructions to your bank, broker or other nominee on a proposal to be brought before the special meeting, your shares will not be voted on that proposal, and if you do not provide voting instructions on any of the proposals to be brought before the special meeting, your shares will not be deemed to be in attendance at the meeting.

Revocation of Proxies

        If you are a stockholder with shares of common stock registered in your name, you may revoke your proxy at any time prior to the time it is voted by filing with the Secretary of the Company an instrument revoking the proxy, by submitting a new proxy (by submitting a new proxy bearing a later date, by using the telephone or internet proxy submission procedures described above) or by attending the special meeting and voting by ballot. Merely attending the special meeting will not, by itself, revoke a proxy. Please note, however, that only your last-dated proxy or your vote by ballot will count. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the special meeting.

        If you are a beneficial owner of shares of common stock held in "street name," you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares by ballot in person at the special meeting.

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Voting in Person

        If you attend the special meeting and are a stockholder with shares of common stock registered in your name, or are a beneficial owner of shares held in "street name" and have a legal proxy from your bank, broker or other nominee to vote your shares, you will be given a ballot to vote your shares at the special meeting. Please note that admission to the special meeting is limited to the holders of common stock as of the close of business on the record date and their duly authorized proxy holders.

        For holders of common stock registered in your name, upon your arrival at the meeting, you will need to present identification to be admitted to the meeting. If you are a holder of common stock who is an individual, you will need to present government-issued identification showing your name and photograph (e.g., a driver's license or passport), or, if you are representing an institutional investor, you will need to present government-issued photo identification and professional evidence showing your representative capacity for such entity. In each case, we will verify such documentation with our record date stockholder list.

        For beneficial owners of shares of common stock held in "street name," in addition to providing identification as outlined for record holders above, you will need a legal proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the record date. Please note, however, that unless you have a legal proxy from your bank, broker or other nominee, you will not be able to vote any shares held in street name by ballot in person at the special meeting.

Solicitation of Proxies

        The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request banks, brokers and other nominees to solicit their customers who have common stock registered in their names and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated to solicit stockholder proxies at a total cost to the Company of approximately $15,000 plus reasonable expenses.

Adjournments

        The special meeting may be adjourned from time to time to reconvene at the same or some other place. Under our by-laws, notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned special meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the reconvened meeting.

Voting by Company Directors, Executive Officers and Principal Securityholders

        As of [            ], 2017, the directors and executive officers of Nutraceutical beneficially owned in the aggregate approximately 1,213,201 shares of common stock, or approximately 13.1% of the outstanding shares of common stock. We currently expect that each of these individuals will vote all of his or her shares of common stock in favor of each of the proposals to be presented at the special meeting,

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although none of them are obligated to do so except for Messrs. Frank W. Gay II, the Company's Chairman and Chief Executive Officer, and Jeffrey A. Hinrichs, a member of the Board and the Company's Chief Operating Officer, who are parties to the voting agreement with Parent and Merger Sub. See Annex D attached hereto for a copy of the voting agreement and see the section titled "The Merger—Voting Agreement" for additional information about the voting agreement.

        Certain of the Company's directors and executive officers have financial interests in the merger that may be different from, or in addition to, those of the Company's stockholders generally. For more information, please see the section of this proxy statement titled "The Merger—Interests of the Company's Directors and Executive Officers in the Merger."

Assistance; Proxy Solicitor

        If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Nutraceutical's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor, New York, NY 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

        As discussed elsewhere in this proxy statement, at the special meeting holders of common stock will consider and vote on a proposal to adopt the merger agreement, which we refer to as the "merger proposal." The merger cannot be completed without the adoption of the merger agreement by Nutraceutical's stockholders. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the merger, including the information set forth under the sections of this proxy statement titled "The Merger" and "The Merger Agreement." A copy of the merger agreement is attached as Annex A to this proxy statement. You are urged to read the merger agreement carefully and in its entirety.

        The approval of the merger proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon as of the close of business on the record date. Accordingly, shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the merger proposal.

        The Board recommends a vote "FOR" the approval of the merger proposal.

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PROPOSAL 2: ADVISORY VOTE ON MERGER-RELATED COMPENSATION

        In accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is providing holders of common stock with the opportunity to cast a nonbinding, advisory vote on the compensation that may be payable to the Company's named executive officers in connection with the merger, which we refer to as the "nonbinding compensation proposal." As required by those rules, the Company is asking holders of common stock to vote on the adoption of the following resolution:

        "RESOLVED, that the compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, as disclosed in the table titled "Potential Payments to Named Executive Officers," including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, is hereby APPROVED."

        The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to adopt the merger agreement. Because the vote is advisory in nature only, it will not be binding on the Company or the Board. Accordingly, because the Company is contractually obligated to pay the compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

        The approval of the nonbinding compensation proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Accordingly, abstentions will have the same effect as a vote "AGAINST" the nonbinding compensation proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, and broker non-votes will have no effect on the outcome of the nonbinding compensation proposal.

        The Board recommends a vote "FOR" the approval of the nonbinding compensation proposal.

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PROPOSAL 3: ADJOURNMENT PROPOSAL

        The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal, which we refer to as the "adjournment proposal."

        Nutraceutical is asking you to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are not sufficient votes to approve the merger proposal at the time of the special meeting.

        If a quorum is present, the approval of the adjournment proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Accordingly, if a quorum is present, abstentions will have the same effect as a vote "AGAINST" the adjournment proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee, and broker non-votes will have no effect on the outcome of the adjournment proposal.

        However, under our by-laws, if a quorum is not present, then the approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting. Accordingly, if a quorum is not present, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the adjournment proposal, but shares deemed not in attendance at the special meeting, whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee will have no effect on the outcome of the adjournment proposal.

        The vote on the adjournment proposal is a vote separate and apart from the vote to adopt the merger agreement. Nutraceutical does not intend to call a vote on this proposal if the merger proposal is approved at the special meeting.

        The Board recommends a vote "FOR" the approval of the adjournment proposal.

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THE MERGER

Background of the Merger

        The Board, together with Company management, regularly reviews our growth prospects and business strategy as well as potential strategic alternatives to maximize stockholder value, including opportunities for acquisitions, business expansion, stock repurchases, dividends and potential merger or sale opportunities. From time to time during the two year period preceding the execution and delivery of the merger agreement, the Company received various unsolicited inquiries from representatives of certain potential strategic and financial sponsor parties, including, on one occasion, HGGC as discussed below, to discuss potential strategic transactions involving the Company. None of those discussions progressed beyond preliminary phases, nor did the Company enter into any confidentiality or standstill agreements with such parties other than the confidentiality agreement with HGGC discussed below.

        During the summer of 2016, Mr. Leslie M. Brown, Jr., a managing director and the Chief Operating Officer of HGGC who had formerly been an executive officer of the Company until 2007 and maintained a social relationship with certain members of the Company's management team, contacted Mr. Frank W. Gay II, the Company's Chairman and Chief Executive Officer, about the possibility of HGGC making an equity investment in the Company, possibly before the end of the calendar year. However, no further discussions between the Company and HGGC regarding a potential transaction occurred in 2016.

        In the days leading up to the Company's annual meeting of stockholders, which was held on January 23, 2017, Mr. Brown contacted Mr. Gay to express HGGC's interest in a possible acquisition of the Company. During these discussions, Mr. Gay indicated that any proposal by HGGC should be directed to the Board.

        On January 23, 2017, the Company held the annual meeting of the Company's stockholders and the annual meeting of the Board in Orlando, Florida as scheduled. The Board meeting was attended by all of the Company's directors and senior Company management. During the meeting, Mr. Brown delivered on HGGC's behalf a non-binding indication of interest proposing an acquisition of the Company by HGGC at a price of $39.47 per share in cash (the closing price per share of the Company's common stock on January 20, 2017, the last full trading day before HGGC submitted its non-binding indication of interest, was $34.80). HGGC also informed the Company that HGGC had put in place a formal screen to ensure that no confidential information of the Company that Mr. Gregory M. Benson, both a member of the Board and a co-founder and managing director of HGGC, received in his capacity as a director of the Company was shared with other representatives of HGGC, and that Mr. Benson would not be involved in the evaluation or negotiation of any potential transaction between HGGC and the Company. Mr. Benson also confirmed that he had no prior knowledge of the indication of interest and tendered his resignation as a director of the Company at this Board meeting.

        Following receipt of HGGC's unsolicited indication of interest, the independent directors, together with representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (which we refer to in this proxy statement as "Paul, Weiss"), the Company's outside counsel, discussed initial steps for implementing a process to review HGGC's proposal, including the advisability of establishing a special committee of disinterested and independent directors. Among other things, the independent directors noted the affiliation between Mr. Benson and HGGC as well as the fact that Mr. Gay is the brother of Mr. Robert C. Gay, another HGGC co-founder.

        On January 25, 2017, the Board, acting by unanimous written consent, adopted resolutions establishing a special committee (which we refer to in this proxy statement as the "special committee") comprised of Messrs. J. Kimo Esplin (who also was appointed chair of the special committee), Michael D. Burke and James D. Stice, each of whom the Board determined to be independent of

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HGGC and for all other purposes in connection with a proposed sale of the Company. Among other things, the January 25, 2017 resolutions delegated to the special committee the exclusive power and authority of the Board to evaluate, review, negotiate and make recommendations to the Board as to any action to be taken by the Board in connection with HGGC's proposal to acquire the Company and any alternatives to such a transaction, as well as to engage independent legal counsel and financial advisors to assist with the discharge of its duties, and further authorized the Company to pay the fees and expenses in connection with the engagement of such advisors. The Board also resolved not to approve or recommend any transaction with HGGC or any alternative transaction without the prior favorable recommendation of the special committee, which empowered the special committee to say "no" definitively to any such transaction. In light of the additional time commitments expected of the special committee members, the Board also resolved that for each month of service on the special committee, the chair of the special committee receive compensation of $7,500, and that the other members of the special committee receive $5,000.

        The following day, on January 26, 2017, the special committee held its first meeting, at which Mr. Cory J. McQueen, the Company's Chief Financial Officer, and representatives of Paul, Weiss and Peter J. Solomon Company, LLC and its affiliate Peter J. Solomon Securities Company, LLC (which we refer to in this proxy statement collectively as "PJSC") were also in attendance. Representatives of PJSC attended the meeting to present PJSC's qualifications and experience to act as the Company's independent financial advisor in connection with a proposed transaction with HGGC or an alternative transaction, and had confirmed to representatives of Paul, Weiss, who had relayed to the special committee prior to the meeting, that PJSC had not performed any services for HGGC or its affiliates that would affect PJSC's independence with respect to the proposed transaction. Representatives of PJSC also presented to the special committee their preliminary financial analysis of certain aspects of HGGC's January 23, 2017 non-binding indication of interest and the Company's historical financial performance. During the course of this meeting, the representatives of Paul, Weiss provided the special committee members a detailed overview of the fiduciary duties of the Company's directors and the legal standards applicable to their decisions and actions in evaluating and responding to the proposed transaction with HGGC or their consideration of any alternative transactions. The representatives of Paul, Weiss also reviewed with the members of the special committee the business, social and family relationships between HGGC and certain members of the Board and senior management, including Mr. Stanley E. Soper, the Company's Senior Vice President and Chief Legal Officer, who had personally invested in two of HGGC's funds, and had committed to invest in its third fund. Due to these personal investments, the special committee determined out of an abundance of caution that Mr. Soper generally should not attend special committee meetings or otherwise participate in any transaction negotiations except as specifically requested by the special committee. In the course of the discussion, Mr. Esplin noted that a third co-founder of HGGC was the executive chairman and a significant stockholder of Mr. Esplin's current employer, but that such co-founder no longer had any ownership interest in or other affiliation with HGGC or any of its affiliated funds, and the representatives of Paul, Weiss discussed with the special committee Mr. Esplin's independence and suitability to serve on the special committee. Following this discussion, the special committee determined that Mr. Esplin remained independent and disinterested for all purposes of the special committee's responsibilities. Messrs. Burke and Stice also confirmed that neither of them had any affiliation with or investment in HGGC or its affiliated funds of any kind. The special committee also decided during the meeting, following input from the representatives of Paul, Weiss, to instruct the Company's management team, including Mr. Gay, to refrain from communications with HGGC or other potential counterparties to any alternative transaction unless authorized to do so by the special committee, and Mr. Esplin relayed this instruction to the Company's management team following the meeting.

        Also during the special committee's January 26, 2017 meeting, the attendees discussed various potential methods for evaluating, and strategies for responding to, HGGC's non-binding indication of

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interest and the availability of potentially superior alternative transactions. In particular, the special committee and representatives of PJSC and Paul, Weiss discussed possible sale strategies that could be considered by the special committee, including a broader auction process, a more targeted sale process, in each case, including both potential strategic and financial acquirors, or the negotiation of a definitive agreement with HGGC subject to a post-signing "go-shop period" that would allow the Company to solicit superior offers, and the respective benefits and risks of each strategy. The attendees also discussed each of these strategies in the context of the Company's stand-alone business plan and historical performance, including whether the timing was right to conduct any discussions with HGGC or other potential counterparties regarding a possible sale of the Company. After excusing the representatives of PJSC from the meeting, the special committee discussed the engagement of PJSC as the Company's independent financial advisor with Paul, Weiss, and subsequently determined to so retain PJSC given PJSC's knowledge of the Company and its industry as well as PJSC's experience and reputation advising public companies in transactions similar to that proposed by HGGC. Such engagement was subject to negotiation of a mutually acceptable engagement letter between the Company and PJSC. The special committee also directed Company management to prepare a set of financial projections in connection with the special committee's review of any potential transaction. These financial projections were finalized after, and gave effect to, both the Company's April 6, 2017 acquisition from Branson, LLC of certain operating assets associated with the Zhou Nutrition brand (which acquisition we refer to in this proxy statement as the "Zhou acquisition") and the results of operations for the Company's second fiscal quarter as disclosed in its Form 10-Q filed with the SEC on April 27, 2017. For more information about the Company's financial projections, see the section of this proxy statement titled "—Financial Forecasts."

        From January 26 to January 30, 2017, representatives of the special committee and Paul, Weiss negotiated an engagement letter with PJSC, which the Company and PJSC entered into on January 30, 2017. For more information about the terms of the Company's engagement with PJSC, see the section of this proxy statement titled "—Opinion of the Company's Financial Advisor." From this time period through the execution and delivery of the merger agreement on May 21, 2017, representatives of PJSC also maintained a general, ongoing dialogue with representatives of HGGC and, beginning on March 23, 2017, Piper Jaffray Companies (which we refer to in this proxy statement as "Piper Jaffray"), HGGC's financial advisor, regarding the status of discussions summarized in this background section.

        On February 23, 2017, the special committee held a meeting, with Mr. McQueen and representatives of PJSC and Paul, Weiss in attendance. The representatives of PJSC updated the special committee on their communications with the representatives of HGGC since the special committee's last meeting and presented certain considerations regarding the Company's strategic and financial alternatives, which included maintaining the status quo and pursuing growth strategies either organically or through tuck-in acquisitions, pursuing financial alternatives such as leveraged share repurchases or dividends to return capital to stockholders and pursuing strategic alternatives such as a consolidation strategy through acquisitions or a sale of the Company to a strategic buyer or a financial sponsor, as well as various potential benefits and considerations of each alternative. Following discussion and input from its legal and financial advisors, the special committee elected not to make any definitive determinations at that time regarding whether to initiate a sale process and decided to continue to evaluate all available options, including the option of remaining an independent public company; however, the special committee also authorized the Company to negotiate and enter into a confidentiality agreement with HGGC as a preliminary step in the meantime.

        On March 1, 2017, the Company and HGGC entered into a confidentiality agreement containing customary standstill provisions.

        Beginning in early March 2017, Company management determined and provided updates to the Board that the Company's financial performance for the month of February had not met management's internal monthly estimates due to significant reductions in orders from certain customers and that

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management would not be able to determine whether the Company would meet its fiscal second quarter estimates until quarter end. Also during this time period, the Company was negotiating the Zhou acquisition.

        On March 20, 2017, the special committee held a meeting that was also attended by Messrs. Gay, McQueen and Jeffrey A. Hinrichs, a member of the Board and the Company's Chief Operating Officer, and representatives of PJSC and Paul, Weiss. Members of the special committee and Company management discussed the Company's recent financial performance and the impact of such recent financial results on the timing of a sale process, particularly whether waiting for additional financial results prior to the launch of any sale process would allow the Company to maximize stockholder value in a potential business combination transaction. Following discussion and input from its financial and legal advisors, the special committee determined to defer further consideration of a possible sale of the Company until mid-April, when the Company's March 2017 performance would be available and the Company would have better visibility into its next earnings release at the end of April.

        Later in the day on March 20, 2017, representatives of PJSC updated representatives of HGGC on the status of the special committee's review process following its meeting earlier that day.

        On March 23, 2017, HGGC submitted a revised non-binding indication of interest, which increased the proposed offer price by 20 cents per share to $39.67 per share in cash. On March 23, 2017, the last full trading before HGGC submitted its revised non-binding indication of interest, the closing price per share of the Company's common stock was $31.80. HGGC's March 23, 2017 non-binding indication of interest also requested a response from the Company by 5:00 p.m. Mountain time on March 29, 2017.

        Later in the day on March 23, 2017, representatives of PJSC spoke with representatives of Piper Jaffray for the first time. Among other topics discussed, the representatives of Piper Jaffray informed the representatives of PJSC that HGGC remained committed to pursuing a potential transaction with the Company, but that HGGC would not leave its $39.67 offer price open indefinitely if the Company decided to conduct an auction.

        From March 23, 2017 to March 27, 2017, Mr. Esplin consulted with each of the other members of the special committee and representatives of Company management regarding the Company's near term financial outlook and consulted with PJSC and Paul, Weiss, respectively, regarding certain financial and legal aspects of HGGC's March 23, 2017 revised non-binding indication of interest. Also during this time period, representatives of PJSC had several discussions with representatives of Piper Jaffray regarding the revised non-binding indication of interest. Following these discussions, on March 27, 2017, the special committee believed that if HGGC were afforded access to conduct in depth due diligence, HGGC might have been prepared to make a market clearing, highly favorable offer for the Company to avoid the expense and time of participating in a broader process. Accordingly, the special committee directed the Company's representatives to inform HGGC before the March 29, 2017 deadline contained in its March 23, 2017 indication of interest that the proposed offer price was inadequate, but that the Company was willing to provide non-public documents and information to, and to hold management meetings with, HGGC to enable it to make a revised offer. The special committee also determined to continue deliberating whether to initiate a sale process for the Company once the Zhou acquisition was announced and the Company's March financial results became available.

        On March 28, 2017, representatives of PJSC and Piper Jaffray held a conference call to discuss the special committee's response to HGGC's March 23, 2017 indication of interest and logistical issues with respect to HGGC's due diligence review, including scheduling management meetings, which eventually would be held on April 21, 2017.

        From April 6, 2017, when the Company first provided HGGC's representatives with access to a virtual data room of certain non-public Company information, through the execution and delivery of

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the definitive merger agreement on May 21, 2017, HGGC's representatives continued to perform their due diligence review of the Company, including making from time to time supplemental due diligence requests.

        Also on April 6, 2017, the Company consummated and publicly announced the Zhou acquisition.

        On April 18, 2017, representatives of PJSC and Piper Jaffray held a conference call to discuss the status of HGGC's due diligence requests to date and to coordinate other logistical issues in connection with the upcoming April 21, 2017 management meetings.

        On April 21, 2017, representatives of the Company's management team, HGGC, PJSC and Piper Jaffray met in person in Salt Lake City, Utah as part of HGGC's due diligence review of the Company. At the conclusion of the management meetings, the representatives of HGGC and Piper Jaffray informed the representatives of the Company and PJSC that HGGC was encouraged by their due diligence review to date and intended to submit a revised proposal to acquire the Company within the following one to two weeks.

        On April 24, 2017, the special committee held a meeting, with representatives of PJSC and Paul, Weiss in attendance. Representatives of PJSC updated the special committee on the management meetings held on April 21 and the progress of HGGC's due diligence review of the Company and the anticipated timing for receiving a revised proposal from HGGC. The special committee also reviewed and discussed with representatives of PJSC and Paul, Weiss various valuation considerations, including the impact of the Zhou acquisition, and strategic alternatives, including proceeding with a confidential, targeted sale process or a post-signing market check in the event a revised proposal from HGGC was adequately compelling, and the potential risks to the Company and its business. At the conclusion of this discussion, the special committee determined to defer any decision with respect to a possible sale of the Company pending receipt of HGGC's revised proposal.

        On April 27, 2017, the Company filed its Quarterly Report on Form 10-Q and reported its results of operations for the fiscal 2017 second quarter ended March 31, 2017. As disclosed in the Company's earnings release, net income for the second quarter of fiscal 2017 was $4.5 million, or $0.48 diluted earnings per share, compared to net income of $4.6 million, or $0.49 diluted earnings per share, for the same quarter of fiscal 2016, and operating cash flow for the six months ended March 31, 2017 was $11.8 million, compared to $17.3 million for the same period of fiscal 2016. The operating cash flow for the six months ended March 31, 2017, combined with existing cash, was primarily used to repay net borrowings of $7.0 million on the Company's revolving credit facility, to invest $4.3 million in purchases of property, plant and equipment and to pay a cash dividend to stockholders of $1.2 million.

        On May 3, 2017, Piper Jaffray delivered on HGGC's behalf a non-binding proposal to acquire the Company for $41.29 per share in cash. Later that evening, following further discussion between PJSC and Piper Jaffray regarding the treatment of the Company's outstanding equity awards in a change of control, Piper Jaffray delivered on HGGC's behalf a revised non-binding proposal at a price per share of $40.78. On May 3, 2017, the last full trading day before HGGC delivered its revised, $40.78 non-binding proposal, the closing price per share of the Company's common stock was $31.25. HGGC's May 3 proposal was accompanied by drafts of a merger agreement, equity commitment letter and limited guaranty prepared by HGGC's outside counsel, Kirkland & Ellis LLP (which we refer to in this proxy statement as "Kirkland & Ellis"). Among other things, the draft transaction agreements contemplated the merger of the Company into a newly formed affiliate of HGGC to be approved by a vote of the Company's stockholders and that the purchase price would be fully backstopped by HGGC funds. The draft transaction documents further provided for a "marketing period" in connection with HGGC's efforts to obtain debt financing during which the Company would not be permitted to require HGGC to close the merger despite the satisfaction of all other closing conditions, a 30-day "go-shop" period following signing of a definitive merger agreement during which period the Company would be permitted to actively solicit potentially superior offers followed by a customary non-solicitation period

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with exceptions allowing the Company to negotiate unsolicited potentially superior offers, a termination fee payable by the Company if the merger agreement were terminated in certain specified circumstances, including by the Company in order to accept a superior proposal, equal to 1.75% of the transaction's equity value in the case of a superior proposal accepted during the go-shop period and 3.5% of the transaction's equity value in all other circumstances when the termination fee would be payable, restrictions on the Company's ability to pay dividends between signing and closing, and that Messrs. Gay and Hinrichs enter into a customary voting agreement with HGGC as a condition to HGGC's willingness to enter into a definitive merger agreement. HGGC also required completion of limited confirmatory due diligence. HGGC's May 3 proposal requested a formal response from the Company no later than 5:00 p.m. Mountain time on May 5, 2017 and a ten-day exclusivity period. HGGC included with its proposal a draft exclusivity agreement prepared by Kirkland & Ellis.

        On May 5, 2017, representatives of Paul, Weiss and Kirkland & Ellis held a conference call to discuss various preliminary legal issues arising from HGGC's May 3 proposal and draft transaction documents.

        Later in the day on May 5, 2017, the special committee held a meeting with representatives of PJSC and Paul, Weiss in attendance to discuss HGGC's May 3 proposal. Representatives of PJSC presented PJSC's preliminary analysis of certain financial aspects of HGGC's May 3 proposal, and representatives of Paul, Weiss reviewed certain key terms of the proposed draft merger agreement prepared by Kirkland & Ellis. The special committee discussed with representatives of PJSC and Paul, Weiss the valuation of the Company and the Company's other available strategic alternatives, including executing on a stand-alone business plan. The special committee subsequently adjourned the meeting in order to consult with members of the Company's management regarding the May 3 HGGC proposal. During the adjournment, the members of the special committee held a conference call with Messrs. Gay and Hinrichs. Following that conference call, the special committee meeting was reconvened with the representatives of PJSC and Paul, Weiss again in attendance. After further discussion, the special committee reached a consensus, which position reflected input from Messrs. Gay and Hinrichs, that the value offered by HGGC's May 3 proposal was inadequate and instructed PJSC to request that HGGC increase its offer price.

        On May 6, 2017, representatives of PJSC informed representatives of Piper Jaffray of the special committee's determination that HGGC's latest proposal was inadequate and PJSC requested that HGGC increase its offer.

        On May 7, 2017, representatives of Piper Jaffray informed representatives of PJSC that HGGC was prepared to increase its offer to $41.41 per share. The representatives of PJSC promptly relayed HGGC's revised offer to the special committee. On May 5, 2017, the last full trading before HGGC revised its offer price to $41.41 per share, the closing price per share of the Company's common stock was $31.20.

        On May 8, 2017, following discussions with representatives of PJSC and Paul, Weiss, Mr. Esplin spoke with Mr. Brown to make a counteroffer of $42.00 per share. During that conversation, Mr. Brown informed Mr. Esplin that HGGC's investment committee had not authorized offering more than $41.63 per share. Mr. Esplin informed Mr. Brown that $41.63 was not acceptable to the Company.

        Later in the evening on May 8, 2017, Mr. Esplin spoke again with Mr. Brown, who informed him that, after their conversations earlier that day, HGGC's investment committee had reconvened and that HGGC would increase its offer price to $41.80 per share in cash, subject to entering into definitive transaction agreements. Mr. Brown further informed Mr. Esplin that a revised written proposal would be delivered the following morning. On May 8, 2017, the last full trading day before HGGC informed Mr. Esplin of its revised $41.80 per share offer, the closing price per share of the Company's common stock was $30.95.

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        On May 9, 2017, HGGC delivered a revised preliminary proposal to the special committee, reflecting an offer price of $41.80 per share. Also on May 9, Paul, Weiss sent Kirkland & Ellis a revised draft of the exclusivity agreement, which among other things provided for exclusive negotiations between the Company and HGGC until 5:00 p.m. on May 18, 2017. The Company and HGGC entered into the exclusivity agreement later that day.

        On May 12, 2017, Paul, Weiss sent revised drafts of the merger agreement, equity commitment letter and limited guaranty to Kirkland & Ellis. Among other things, the revised draft of the merger agreement deleted any provision for a marketing period restricting the timing to close the proposed merger, expanded the go-shop period from 30 to 60 days, reduced the termination fees payable by the Company if the merger agreement were terminated in certain circumstances to 1.0% of the transaction's equity value in the case of a superior proposal accepted by the Company during the go-shop period and 3.0% of the transaction's equity value in all other circumstances when the termination fee would be payable, provided for a termination fee of 12% of the transaction's equity value to be payable by Parent to the Company upon the Company's termination of the merger agreement due to Parent or Merger Sub's willful and material breach of the merger agreement or failure to close the merger when required to do so and modified various covenants relating to the Company's operations between signing and closing and HGGC's obligations with respect to employee compensation and benefits matters after closing.

        Later in the day on May 12, representatives of HGGC and Kirkland & Ellis, Company management, including Messrs. Gay and Soper, PJSC and Paul, Weiss held an approximately three hour conference call in connection with HGGC's due diligence review of the Company.

        On May 15, 2017, representatives of HGGC, the Company (again including Messrs. Gay and Soper) and their respective outside legal counsel and financial advisors held another conference call for approximately two hours in connection with HGGC's due diligence review of the Company.

        Later in the day on May 15, Kirkland & Ellis sent revised drafts of the merger agreement, equity commitment letter and limited guaranty to Paul, Weiss. Among other things, the revised draft of the merger agreement reinserted the provision for a marketing period restricting the timing to close the proposed merger, modified the Company's interim operating covenants in a number of respects, primarily relating to the Company's ability to borrow money, make capital expenditures and provide severance and other benefits to employees between signing and closing, limited the maximum amount of fiscal 2017 year-end employee bonuses to be paid to employees after closing, accepted the proposed 60-day period for the go-shop, increased the Company termination fees to 1.5% of the transaction's equity value in the case of a superior proposal accepted by the Company during the go-shop period but accepted the 3.0% termination fee for all other circumstances when the Company termination fee would be payable and reduced the Parent termination fee to 6.0% of the transaction's equity value.

        On May 16, 2017, Paul, Weiss sent Kirkland & Ellis a list of key open issues in the latest draft merger agreement, including the marketing period concept, the size of the Company and Parent termination fees, process issues relating to the go-shop (including HGGC's information rights during the go-shop period, the Company's ability to continue negotiations with parties contacted during the go-shop period after the go-shop period ended and the timing for disseminating the proxy statement to the Company's stockholders in light of the timing to complete the go-shop) and the covenants relating to the restrictions on the Company's operations between signing and closing and the post-closing Company's obligations with respect to fiscal 2017 year-end employee bonuses. Later in the day, representatives of Paul, Weiss and Kirkland & Ellis held a conference call to discuss the open issues. During that call, the representatives of Kirkland & Ellis informed the representatives of Paul, Weiss that HGGC would agree to a 1.33% Company termination fee in the case of a superior proposal accepted by the Company during the go-shop period and the elimination of a marketing period concept so long as, without Parent's consent, the closing would not be required to occur earlier than 18 business

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days after the go-shop period ended. However, the Kirkland & Ellis representatives also informed the representatives of Paul, Weiss that HGGC would not agree to a Parent termination fee higher than 6% of the transaction's equity value and that HGGC was not then in a position to make a determination regarding the amount of the potential 2017 fiscal year-end employee bonuses to be paid to Company employees after the closing. The parties' respective counsel also were able to reach agreement regarding many of the other open issues in the draft merger agreement, but certain details regarding the Company's interim operating covenants, among other things, remained unresolved at the conclusion of that call.

        Also later in the day on May 16, 2017, Paul, Weiss sent Kirkland & Ellis a first draft of the Company's confidential disclosure letter.

        On May 17, 2017, Paul, Weiss sent Kirkland & Ellis revised drafts of the merger agreement, equity commitment letter and limited guaranty. The revised draft of the merger agreement reflected the resolution of the open issues reached during the counsel's May 16 conference call, and continued to preserve the parties' respective positions on the various other issues that remained open.

        Also on May 17, Kirkland & Ellis sent Paul, Weiss a first draft of the voting agreement to be entered into between HGGC and each of Messrs. Gay and Hinrichs. Paul, Weiss promptly forwarded the draft voting agreement to Messrs. Gay's and Hinrichs' respective personal counsel and later in the day sent Kirkland & Ellis a revised draft of the voting agreement reflecting comments from the Company intended to ensure the restrictions placed on Messrs. Gay and Hinrichs in their personal stockholder capacities would not interfere with the go-shop process and that potential topping bidders would be able to enter into similar voting agreements. Later in the day, Kirkland & Ellis informed Paul, Weiss that the Company's comments to the draft voting agreement were acceptable to HGGC.

        Also during the day on May 17, Paul, Weiss sent Kirkland & Ellis a first draft of a proposed press release announcing the merger agreement, assuming the parties ultimately reached a definitive agreement. Paul, Weiss and Kirkland & Ellis continued to exchange drafts of the press release from May 17 through the evening of May 21, 2017, following the execution and delivery of the final merger agreement.

        In addition, representatives of Paul, Weiss and Kirkland & Ellis held a conference call on May 17 to discuss the Company's confidential disclosure letter and related outstanding due diligence items. Later in the evening of May 17, Kirkland & Ellis sent Paul, Weiss a revised draft of the Company's confidential disclosure letter.

        On the morning of May 18, 2017, the scheduled expiration date of the May 9, 2017 exclusivity agreement between the Company and HGGC, Kirkland & Ellis sent Paul, Weiss a draft of a second exclusivity agreement. The new draft agreement contemplated continued exclusive negotiations between the Company and HGGC for an additional three days until 11:59 p.m. Mountain time on May 21, 2017, and otherwise was identical to the existing exclusivity agreement.

        Later in the day on May 18, 2017, Kirkland & Ellis sent Paul, Weiss a revised draft of the merger agreement and a first draft of Parent's confidential disclosure letter. Kirkland & Ellis also relayed that HGGC was prepared to agree to the versions of the equity commitment letter and limited guaranty last sent by Paul, Weiss to Kirkland & Ellis. The revised draft of the merger agreement continued to reflect, among other things, the parties' respective positions on open issues regarding the Company's interim operating covenants and post-closing obligations regarding fiscal 2017 year-end employee bonuses.

        On the evening of May 18, 2017, the special committee held a meeting, which was also attended by Messrs. Gay, Hinrichs, McQueen and Soper and representatives of PJSC and Paul, Weiss. During the meeting, the representatives of Paul, Weiss updated the attendees on the status of negotiations with HGGC, including HGGC's request earlier that morning to enter into the second exclusivity agreement.

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The representatives of Paul, Weiss also again discussed with the special committee and other directors present their fiduciary duties in evaluating the proposed transaction and reviewed in detail the terms of the latest drafts of the various transaction documents between the parties, including the draft voting agreement to be entered into between HGGC and Messrs. Gay and Hinrichs. In connection with this discussion, the representatives of Paul, Weiss also informed the special committee that neither PJSC nor Paul, Weiss had performed any prior services for HGGC or its affiliates or otherwise faced any material potential conflicts of interest in connection with the proposed transaction. The representatives of PJSC also reviewed with the attendees certain financial aspects of the proposed transaction. Following these presentations and further discussion, the special committee determined that, given the substantial progress made on the draft merger agreement and related documents and the potential benefits of reaching agreement on definitive transaction documents with HGGC, it was advisable to extend the exclusivity period with HGGC by three days and authorized the Company to enter into the proposed second exclusivity agreement. Promptly following the special committee meeting, the Company and HGGC entered into the second exclusivity agreement, extending the exclusivity period to 11:59 p.m. Mountain time on May 21, 2017.

        Later in the evening of May 18, Paul, Weiss sent a revised draft of the merger agreement to Kirkland & Ellis, which continued to reflect, among other things, certain remaining open issues regarding the Company's interim operating covenants and post-closing obligations regarding fiscal 2017 year-end employee bonuses.

        On May 19, 2017, Kirkland & Ellis sent Paul, Weiss the final draft of Parent's confidential disclosure letter as well as the proposed amount of HGGC's equity commitment. Throughout the day, representatives of PJSC, Paul, Weiss, Piper Jaffray and Kirkland & Ellis had a number of discussions regarding the proposed amount of the equity commitment, on which the parties, through their respective representatives, ultimately reached a resolution later that day.

        Representatives of PJSC, Paul, Weiss, Piper Jaffray and Kirkland & Ellis also had a number of discussions throughout the day on May 19, 2017 regarding the open issues in the latest draft merger agreement, and Mr. Gay spoke directly with Mr. Brown a number of times throughout the day regarding the remaining open issues in the merger agreement. Later that evening, Kirkland & Ellis sent Paul, Weiss a revised draft of the merger agreement, which resolved the remaining open issues relating to the Company's interim operating covenants and the post-closing Company's obligations regarding fiscal 2017 year-end employee bonuses, subject to reaching agreement on the final terms of the Company's confidential disclosure letter. Paul, Weiss and Kirkland & Ellis sent each other several revised drafts of the Company's confidential disclosure letter throughout the day as well.

        Also on May 19, 2017, Mr. Hinrichs' personal counsel informed Kirkland & Ellis that he was prepared to agree to the last draft of the voting agreement.

        On the morning of May 20, 2017, Messrs. McQueen and Soper and representatives of HGGC, Paul, Weiss and Kirkland & Ellis held a conference call to discuss the revised draft of the Company's confidential disclosure letter that Kirkland & Ellis sent the prior evening as well as other items in connection with HGGC's due diligence review of the Company. Throughout the day on May 20, Paul, Weiss and Kirkland & Ellis sent each other several revised drafts of the Company's confidential disclosure letter, reflecting the outcomes of the parties' discussion earlier that morning.

        Also on May 20, 2017, Paul, Weiss sent Kirkland & Ellis a first draft of the Company's Form 8-K announcing the entry into the merger agreement and an FAQ regarding the transaction, in each case assuming the parties ultimately reached agreement on definitive transaction documents. Representatives of Paul, Weiss and Kirkland & Ellis would continue to exchange drafts on the proposed Form 8-K and FAQ from May 20 through the evening of May 21, 2017, following the execution and delivery of the final merger agreement. Later in the day on May 20, 2017, Kirkland & Ellis sent Paul, Weiss revisions

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to the draft merger agreement, none of which reflected material changes to the terms of the proposed transaction.

        Also on May 20, 2017, Mr. Gay's personal counsel informed Paul, Weiss, which in turn informed Kirkland & Ellis, that he was prepared to agree to the last draft of the voting agreement.

        On the morning of May 21, 2017, Kirkland & Ellis sent Paul, Weiss the final merger agreement, which did not reflect any material changes to the last draft of the merger agreement sent by Kirkland & Ellis the prior evening. Kirkland & Ellis also confirmed that HGGC was prepared to agree to the last draft of the Company's confidential disclosure letter circulated on May 20, 2017.

        Later in the morning of May 21, 2017, the special committee and the Board held a joint meeting, which Messrs. McQueen and Soper and representatives of PJSC and Paul, Weiss also attended. The representatives of Paul, Weiss first reported on the changes made to the transaction documents since the last drafts reviewed with the directors at the special committee's May 18, 2017 meeting and again discussed with the Company's directors their fiduciary duties in evaluating the proposed transaction. The representatives of PJSC then reviewed with the special committee and the Board PJSC's financial analysis of the merger consideration and rendered an oral opinion, subsequently confirmed by delivery of a written opinion dated May 21, 2017, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken described in such opinion, the consideration to be paid to the holders (other than Parent and its affiliates) of shares of the Company's common stock pursuant to the merger agreement was fair from a financial point of view to such holders. For more information regarding PJSC's fairness opinion, see the section of this proxy statement titled "—Opinion of the Company's Financial Advisor." The representatives of PJSC then led the attendees in a discussion of the steps that the Company might consider taking in connection with the go-shop period, including reviewing an initial list of potential strategic buyers and potential financial sponsors representing those parties that PJSC considered to be most likely to be interested in submitting proposals to acquire the Company during the go-shop period that, if so directed by the Company, PJSC would begin contacting promptly following the execution and delivery of the merger agreement. After further discussion and consultation with the Company's advisors, including consideration of the factors described in the section of this proxy statement titled "—Reasons for the Merger," the special committee unanimously recommended that the Board approve the proposed merger agreement and, thereafter, the Board unanimously determined that the proposed merger agreement, the merger and the other transactions contemplated by the merger agreement were fair to and in the best interests of the Company and its stockholders and unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board also directed the officers of the Company to execute and deliver to Parent and Merger Sub and thereafter cause the Company to perform the merger agreement, resolved that the merger agreement be submitted to the Company's stockholders for their approval and recommended that the Company's stockholders vote for the adoption of the merger agreement.

        Later on the morning of May 21, 2017, the Company, Parent and Merger Sub executed and delivered the merger agreement and the other transaction documents to which they were parties, and Messrs. Gay and Hinrichs executed and delivered the voting agreement.

        Prior to the execution of the merger agreement, no member of the Company's management engaged in any discussions with HGGC regarding the terms of their employment with the surviving corporation, and there was no agreement, arrangement or understanding between any member of the Company's management and HGGC with respect to employment with the surviving corporation.

        Prior to the opening of the U.S. financial markets on May 22, 2017, the Company and HGGC issued a joint press release announcing the execution of the merger agreement and the proposed merger. Later in the day, at the direction of the Company, PJSC began contacting potential

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counterparties to an alternative transaction with the Company in connection with the go-shop period, which remains ongoing as of the date of this proxy statement.

Reasons for the Merger; Recommendation of the Board

        As described in the section titled "—Background of the Merger," prior to and in reaching their respective determinations to approve the merger agreement, the special committee and the Board consulted with and received the advice of the Company's management, financial advisor and outside legal counsel and considered a variety of factors weighing positively in favor of the approval of the merger agreement and the merger, including the following material factors:

Merger Consideration

•

the per share price of $41.80 as compared to current and historical market prices of the common stock, and the fact that the consideration represented a premium of approximately 49% over the Company's closing stock price on May 19, 2017 (the last full trading day before the date of the merger agreement) and a premium of approximately 15.6% over the Company's all-time high closing stock price;



•

the belief that the Company's stock price was not likely to trade at or above the per share merger consideration for any extended period of time in the foreseeable future, which belief was based on a number of factors, including the directors' knowledge and understanding of the Company and its industry, projections of management (as further described in the section titled "—Financial Forecasts") and the Company's operating plans;



•

the immediacy and certainty of the value of the cash consideration to be paid to the stockholders in the merger compared to the long-term and recent historical trading prices of the common stock, long-term business and execution risk to stockholders and other potential forms of consideration;



•

based on the course of negotiations with HGGC, including HGGC's agreement to increase the per share merger consideration from its initial non-binding indication of interest on January 23, 2017 of $39.47 to the final per share merger consideration of $41.80 agreed to in the May 21, 2017 merger agreement, during which period the closing price of the common stock declined from $34.80 on January 20, 2017 (the last full trading day before HGGC delivered its January 23, 2017 indication of interest) to $28.00 on May 19, 2017 (the last full trading day before the date of the merger agreement), the directors' belief that the consideration per share negotiated with HGGC was the highest that HGGC was willing to pay and the most reasonably attainable as of such time;

Available Alternatives

•

historical and current information concerning the Company's business, financial condition, results of operations and prospects;



•

current financial market conditions, and historical market prices, volatility and trading information with respect to the common stock, as well as the general risks of market conditions that could reduce the Company's stock price;



•

the Company's current operational plans, including the risks associated with achieving and executing upon the Company's plans and the timing and likelihood of accomplishing the Company's plans and goals;



•

the prospects of the Company if it were to remain an independent, stand-alone company, including the expenses and fixed costs associated with its operations, the Company's available

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cash, the Company's ability to raise capital in the future and the present competitive landscape in the industry;

•

the review by the special committee, the Board and management, with the assistance of the Company's legal and financial advisors, with respect to the strategic alternatives available to the Company, all of which had significant risks and uncertainties;



•

the risk that a prolonged strategic review process could have resulted in the loss of a favorable opportunity to successfully consummate a transaction with HGGC;



•

the fact that Mr. Gay is 71 years old, the limited management succession alternatives currently available to the Company and the risk that a new chief executive officer overseeing the Company would be unsuccessful in implementing the Company's business and strategic plans or result in the Company facing increased scrutiny or risks of stock price or performance volatility;



•

the directors' assessment that the alternative of remaining as an independent, stand-alone company was not reasonably likely to present superior opportunities for the Company to create greater value for the Company's stockholders as compared with the merger, taking into account the risks of execution of the Company's plans, including business, industry, market and competitive risks as well as the time value of money;



•

the directors' belief that the merger was more favorable to the Company's stockholders than any other alternative reasonably available to the Company and its stockholders, including the alternative of remaining an independent, stand-alone company;

Negotiations with HGGC

•

the course of negotiations regarding the transaction and the merger agreement between the Company and HGGC resulting in more favorable terms to the Company than those originally proposed by HGGC, including, in addition to the increase in the merger consideration noted above, more favorable closing conditions, less restrictive post-signing operating covenants, more favorable circumstances under which the go-shop period would be conducted, including a longer go-shop period, a lower Company termination fee and provision for the Parent termination fee, and the directors' belief based on the course of negotiations that the merger agreement reflected overall the most favorable terms and conditions that HGGC was willing to agree to and the most reasonably attainable;



•

the fact that the consideration and negotiation of the merger agreement was conducted through arm's-length negotiations by a special committee comprised entirely of disinterested and independent directors, who were fully empowered to say "no" definitively to any transaction;

High Likelihood of Completion

•

the reasonable likelihood of the consummation of the transactions contemplated by the merger agreement based on, among other things:



—

the relatively limited number of conditions to Parent's obligations to complete the merger under the merger agreement;



—

the absence of a financing condition and the fact that consummation of the merger is not dependent on receipt of funding from any third party (other than HGGC Fund III, L.P.);



—

the equity commitment letter entered into by HGGC Fund III, L.P. and Parent, of which the Company is a third party beneficiary, pursuant to which HGGC Fund III, L.P. has committed to provide Parent an equity contribution of an aggregate amount of $455.7 million immediately prior to the closing of the merger;

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—

the relative likelihood of obtaining required regulatory approvals, including Parent and Merger Sub's covenant, subject to certain limitations, to avoid or resolve any impediment under antitrust laws with respect to the merger;



—

the commitment of the parties to use reasonable best efforts to complete the merger and other transactions contemplated by the merger agreement; and



—

the absence of required approval of the merger by the members or holders of any capital stock or comparable equity interest of Parent;

Financial Advisor's Opinion

•

the opinion of PJSC, dated May 21, 2017, to the special committee to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken described in such opinion, the consideration to be paid to the holders (other than Parent and its affiliates) of shares of common stock pursuant to the merger agreement was fair from a financial point of view to such holders, as more fully described in the section titled "—Opinion of the Company's Financial Advisor;"

Terms of the Merger Agreement and Certain Other Agreements

•

the terms and conditions of the merger agreement, including:



—

the Board's ability under certain circumstances to change its recommendation to the Company's stockholders in favor of the adoption of the merger agreement;



—

the Company's ability to actively solicit, consider or respond to, under certain circumstances specified in the merger agreement, a bona fide written proposal for an acquisition transaction from a third party prior to the approval of the merger agreement by the Company's stockholders;



—

a go-shop period of 60 days with an additional 10 days following the end of such period to continue to engage in negotiations with an exempted party;



—

the Board's right, after complying with the terms of the merger agreement, to terminate the merger agreement in order to enter into an agreement with respect to a superior proposal, upon payment of the applicable Company termination fee, the amount of which the directors were advised was within the customary range for termination fees payable in similar transactions, was payable under customary and appropriate circumstances and should not preclude any third party with the financial capability and bona fide interest of acquiring the Company from making a superior proposal;



—

the Company's ability to seek specific performance to prevent breaches of the merger agreement by Parent and to enforce specifically the terms of the merger agreement;



—

the Company's ability to terminate the merger agreement and receive the Parent termination fee in certain circumstances, including if Parent and Merger fail to close the merger when required to do so under the merger agreement; and



—

that the merger agreement contains terms that, taken as a whole, the special committee and the Board believed (i) provided a significant degree of certainty that the merger will be completed on a reasonably prompt basis, (ii) while restricting the Company from taking certain actions during the pendency of the merger, would not unduly interfere with the Company's ability to operate its business in the ordinary course, and (iii) were of a

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customary nature for mergers involving companies of the Company's size and operating in the Company's industry;

•

the terms and conditions of the equity commitment letter, merger agreement and limited guaranty relating to the equity financing, including the facts that:



—

HGGC Fund III, L.P. has entered into the equity commitment letter with Parent, of which the Company is a third party beneficiary, in which HGGC Fund III, L.P. has committed to provide Parent an equity contribution of an aggregate amount of $455.7 million immediately prior to the closing of the merger;



—

Parent has represented to the Company in the merger agreement that the amount of the equity financing, together with available cash of the Company at the closing, will be sufficient to make the payment of all amounts payable by Parent pursuant to the merger agreement as a result of the merger, to repay, prepay or discharge all outstanding indebtedness of the Company required to be repaid at the effective time of the merger and to pay all fees and expenses required to be paid at the closing by Parent or Merger Sub in connection with the merger and the equity financing; and



—

HGGC Fund III, L.P. has executed a limited guaranty in favor of the Company to guarantee the payment of certain monetary obligations that may be owed by Parent pursuant to the merger agreement;



•

the terms and conditions of the voting agreement, including the facts that Messrs. Gay and Hinrichs are permitted to take any actions that the Company is permitted to take in the circumstances in which the Company is permitted to take such actions in connection with the go-shop and the Company's ability to respond to and negotiate unsolicited proposals after the go-shop period ends and that the voting agreement terminates, among other events, upon a change in recommendation of the Board in favor of the adoption of the merger agreement or upon the termination of the merger agreement, which terms and conditions the special committee and the Board were advised should not preclude any third party with the financial capability and bona fide interest of acquiring the Company from making a superior proposal, restrict Messrs. Gay or Hinrichs from entering into similar voting agreements insisted on by any such third party or impair the Company's ability to consummate any such superior proposal;

Unanimous Approval by the Company's Directors

•

the facts that the special committee consists of only independent, non-management directors and that the Board consists of a majority of independent, non-management directors;



•

the fact that the special committee was unanimous in its determination to recommend that the Board approve the merger agreement and recommend the Company's stockholders adopt the merger agreement;



•

the fact that the Board was unanimous in its determination to approve the merger agreement and recommend that the Company's stockholders adopt the merger agreement;

Stockholder Approval and Availability of Appraisal Rights

•

the fact that completion of the merger will require the adoption of the merger agreement by the Company's stockholders; and



•

the fact that the Company's stockholders who believe that the per share merger consideration is inadequate, and who properly exercise, and do not effectively withdraw or lose or fail to perfect, their appraisal rights under the DGCL, will be entitled to such appraisal rights in connection with the merger.

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        The special committee and the Board also considered a variety of risks and other countervailing or negative factors related to the merger agreement and the merger, including the following material factors:

•

the risk that the merger might not be completed in a timely manner or at all due to failure to satisfy the closing conditions, some of which are outside of the Company's control;



•

the risks and costs to the Company if the merger is not completed in a timely manner or at all, including the potential adverse effect on the Company's ability to attract and retain key personnel, the diversion of management and employee attention and the potential disruptive effect on the Company's day-to-day operations and the Company's relationships with customers, suppliers and other third parties, any or all of which risks and costs, among other, could adversely affect the Company's overall competitive position and the trading price of the common stock;



•

the nature of the merger as a cash transaction means that the Company's stockholders will not have an ongoing equity interest in the surviving corporation following the merger and therefore will not (by virtue of their holding common stock) participate in future earnings or growth of the Company following the merger, including any appreciation in value attributable to the Zhou acquisition;



•

the merger agreement's restrictions on the conduct of the Company's business prior to the completion of the merger, which may delay or prevent the Company from pursuing business opportunities that would otherwise be in its best interest as a stand-alone company;



•

certain restrictions that the merger agreement imposes on soliciting competing acquisition proposals after the go-shop period ends;



•

the fact that the Company would be obligated to pay the applicable Company termination fee to Parent if the merger agreement is terminated under certain circumstances set forth in the merger agreement;



•

the significant costs involved in connection with negotiating the merger agreement and completing the merger, including in connection with any litigation that may result from the announcement or pendency of the merger, and the fact that if the merger is not consummated, the Company may be required to bear such costs; and



•

the fact that the merger consideration will generally be taxable to the Company's stockholders for U.S. federal income tax purposes.

        In addition, the special committee and the Board was aware of and considered the fact that certain of the Company's directors and executive officers have financial interests in the transactions contemplated by the merger agreement that may be different from, or in addition to, those of the Company's stockholders generally, including those interests that are a result of employment and compensation arrangements with the Company, as more fully described in the section titled "—Interests of the Company's Directors and Executive Officers in the Merger."

        The foregoing discussion of the factors considered by the special committee and the Board is not intended to be exhaustive but does set forth the principal factors considered by special committee and the Board. The special committee collectively reached the unanimous conclusion to recommend that the Board approve the merger agreement, and the Board collectively reached the unanimous conclusion to approve the merger agreement, in light of the various factors described above and other factors that each director deemed relevant. In view of the wide variety of factors considered by the members of the special committee and the Board in connection with their evaluation of the merger agreement and the complexity of these matters, the special committee and the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific

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factors they considered in reaching their decisions. The special committee and the Board made their decisions based on the totality of information presented to and considered by them. In considering the factors discussed above, individual directors may have given different weights to different factors. The Board, on the unanimous recommendation of the special committee, unanimously determined that the merger is advisable, fair to and in the best interests of, the Company and its stockholders and has approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement.

Opinion of the Company's Financial Advisor

        Pursuant to an engagement letter dated January 30, 2017, the Company retained PJSC to act as a financial advisor to the Company in connection with the merger. PJSC is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions. The Company selected PJSC to act as a financial advisor to it in connection with the merger on the basis of PJSC's experience in transactions similar to the merger, its reputation in the investment community, and its familiarity with the Company's industry and business.

        On May 21, 2017, at a joint meeting of the Board and the special committee held to evaluate the merger, PJSC delivered to the Board and the special committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 21, 2017, to the effect that, as of the date of PJSC's opinion and based upon and subject to various assumptions and limitations described in its opinion, the per share merger consideration proposed to be received by the holders of shares of common stock (other than Parent and its affiliates) in connection with the merger was fair from a financial point of view to such holders.

        The full text of PJSC's written opinion, which sets forth the assumptions made, procedures followed, matters considered, limitations on and scope of the review by PJSC in rendering PJSC's opinion, is attached as Annex B and is incorporated herein by reference. PJSC's opinion was directed only to the fairness of the per share merger consideration proposed to be received by the holders of shares of common stock (other than Parent and its affiliates) in connection with the merger from a financial point of view, was provided to the Board and the special committee in connection with their evaluation of the merger, did not address any other aspect of the merger and did not express any opinion or view as to the relative merits of the merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the Company's underlying business decision to proceed with or effect the merger. PJSC's opinion also expressed no opinion or recommendation as to how any holder of shares of common stock should vote or act in connection with the merger or any related matter. The summary of PJSC's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Holders of shares of common stock are urged to read PJSC's opinion carefully and in its entirety. PJSC has consented to the inclusion of PJSC's opinion in this proxy statement.

        In arriving at its opinion, PJSC, among other things:

•

reviewed certain publicly available financial statements and other information of the Company;



•

reviewed certain internal financial statements and other financial and operating data concerning the Company prepared and provided by the management of the Company and approved for its use by the Company;



•

reviewed certain financial projections for the Company provided by the management of the Company and approved for its use by the Company;

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•

discussed the past and current operations, financial condition and prospects of the Company with management of the Company;



•

reviewed the reported prices and trading activity of the shares of common stock;



•

compared the financial performance and condition of the Company and the reported prices and trading activity of the shares of common stock with that of certain other publicly traded companies that PJSC deemed relevant;



•

reviewed publicly available information regarding the financial terms of certain transactions that PJSC deemed relevant, in whole or in part;



•

participated in certain discussions among management and other representatives of each of Parent and the Company;



•

reviewed the merger agreement; and



•

performed such other analyses and reviewed such other material and information as PJSC deemed appropriate.

        PJSC assumed and relied upon the accuracy and completeness of the information reviewed by PJSC for the purposes of its opinion and PJSC did not assume any responsibility for independent verification of such information and relied on such information being complete and correct. PJSC relied on assurances of the management of the Company that they were not aware of any facts or circumstances that would make information provided by or on behalf of the Company inaccurate or misleading in any respect material to PJSC's opinion. With respect to the financial projections, PJSC assumed that the financial projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company of the future financial performance of the Company. PJSC did not conduct a physical inspection of the facilities or property of the Company. PJSC did not conduct or assume any responsibility for any independent valuation or appraisal of the assets or liabilities of the Company, nor was PJSC furnished with any such valuation or appraisal. Furthermore, PJSC did not consider any tax, accounting or legal effects of the merger or the transaction structure on any person or entity.

        PJSC assumed that the merger would be consummated, in all respects material to PJSC's analysis or opinion, in accordance with the terms of the merger agreement, including without waiver, modification or amendment of any term, condition or agreement (including, without limitation, the consideration to be paid to the holders of shares of common stock in connection with the merger), and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company. PJSC further assumed that all representations and warranties set forth in the merger agreement were true and correct in all material respects as of all the dates made or deemed made and that all parties to the merger agreement will comply in all material respects with all covenants of such parties thereunder as set forth in the merger agreement.

        PJSC's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to PJSC as of, May 21, 2017. In particular, PJSC did not express any opinion as to the prices at which shares of common stock may trade at any future time or as to the impact of the merger on the solvency or viability of the Company, Parent or Merger Sub or the ability of the Company, Parent or Merger Sub to pay their respective obligations when they come due. Furthermore, PJSC's opinion did not address the Company's underlying business decision to undertake the merger, and PJSC's opinion did not address the relative merits of the merger as compared to any alternative transactions or business strategies that might be available to the Company. PJSC's opinion did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection with the merger or otherwise except as expressly identified therein.

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        In arriving at its opinion, PJSC was not authorized to solicit, and did not solicit, interest from any party other than HGGC with respect to a sale of the Company, merger or other business combination transaction involving the Company or any of its assets and was not authorized to evaluate and did not evaluate any other merger or other business combination transaction involving the Company or any other strategic or financial transaction.

        The following summarizes the significant financial analyses performed by PJSC and provided to, and reviewed with, the Board and the special committee on May 21, 2017, in connection with the delivery of PJSC's opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand PJSC's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of PJSC's financial analyses.

Analysis of Selected Publicly Traded Companies

        In order to assess how the public market values shares of selected publicly traded companies that PJSC deemed relevant in its professional judgment, PJSC reviewed and compared selected financial information concerning us with similar information using publicly available information of the following publicly traded companies:

•

Herbalife Ltd.;



•

Nu Skin Enterprises, Inc.;



•

GNC Holdings Inc.;



•

USANA Health Sciences, Inc.;



•

Vitamin Shoppe Inc.; and



•

Nature's Sunshine Products, Inc.

        These companies are referred to herein as the "selected companies."

        PJSC calculated and compared various financial multiples and ratios, including, among other things:

•

the enterprise value (which represents equity value plus book values of total debt, including preferred stock and minority interest less cash) of the selected companies based on closing share prices on May 19, 2017, as a multiple of: (i) net sales for the last twelve months ("LTM") and (ii) LTM earnings before interest, taxes, depreciation and amortization, excluding non-recurring items ("EBITDA"), as calculated from publicly reported data, in each case for each of the selected companies, from the latest month of information available to PJSC as of May 19, 2017;



•

the most recent share price of the selected companies based on closing share prices on May 19, 2017, as a multiple of earnings per share ("EPS") for (i) the LTM, as calculated from publicly reported data, from the latest month of information available to PJSC as of May 19, 2017, and (ii) fiscal years ending in September 2017 and 2018, based upon the median of Wall Street analysts' quarterly estimates for the EPS of the selected companies for fiscal years 2017 and 2018, as reported by Capital IQ as of May 19, 2017.

        Based on its professional judgment and after taking into consideration, among other things, the observed data for the selected companies as of May 19, 2017, PJSC developed the following reference

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ranges of trading valuation multiples and ratios for the selected companies and applied them to the Company's financial statistics:

        For the purposes of the selected public company analysis, PJSC used those financial results the Company reported in its public filings for the fiscal year ending September 30, 2016 and the six months ending March 31, 2017 (as adjusted as explained below), and certain financial forecasts prepared by Company management for the fiscal years ending September 30, 2017 (as adjusted as explained below) and September 30, 2018, prepared as described in "—Financial Forecasts." At the direction of Company management, PJSC adjusted the historical financial results to reflect the Company's acquisition of Zhou Nutrition as though Zhou Nutrition was owned by the Company for the full period, including by adding the following to the Company's standalone historical financial results and 2017 net income: (i) $15.6 million to LTM net sales; (ii) $5.3 million to LTM EBITDA; (iii) $3.5 million to LTM net income; and (iv) an incremental $3.6 million to estimated net income for the fiscal year ending September 30, 2017.

        Using the reference ranges described above, PJSC estimated ranges of the implied equity value per share both excluding and including a "control premium." For these purposes, PJSC used a control premium of 33.8%, which reflects the median premium paid in selected announced transactions for U.S. based targets with equity values ranging from $300 million to $600 million between May 19, 2014 and May 19, 2017, excluding finance, brokerage, insurance and real estate companies (which, in the professional judgment of PJSC, were not relevant), as reported by FactSet.

        Based on PJSC's professional judgment and after taking into consideration, among other things, the observed data described above, PJSC selected a valuation range for the shares of the Company's common stock of $19.69 - $37.72 per share excluding a control premium, reflecting the average of the implied per share values of the five financial metrics considered by PJSC, and a valuation range for the common stock of $26.35 - $50.47 per share including a control premium, in each case compared to the $41.80 per share merger consideration to be received by holders of shares of common stock in connection with the merger.

        No company used in this analysis is identical to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

Analysis of Selected Precedent Transactions

        To analyze the valuation of the per share merger consideration to be received by holders of shares of common stock relative to the consideration received by stockholders in other similar transactions, PJSC prepared an analysis of selected precedent transactions.

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        Using publicly available information, PJSC reviewed selected transactions that PJSC deemed relevant in its professional judgment. The list of transactions reviewed was as follows:

        These transactions are referred to herein as the "selected precedent transactions."

        PJSC calculated the multiples of the LTM net sales and LTM EBITDA paid in the selected precedent transactions based on amounts disclosed in public filings, company press releases and other public sources. Based on this data, PJSC developed a summary valuation analysis for the Company based on the range of the multiples and ratios for the selected precedent transactions which, in PJSC's professional judgment, it deemed most relevant (the "precedents multiples range"). PJSC calculated the implied equity values per share of the common stock using the range of multiples and ratios used in such analysis applied to the Company's LTM net sales and LTM EBITDA, as adjusted to account for the Zhou acquisition as described above. The ranges of multiples, ratios and the implied per share values used in PJSC's analysis are as follows:

        In its professional judgment, PJSC determined that the most relevant metric for valuation purposes in this analysis was the multiple of LTM EBITDA. As such, PJSC utilized the implied equity values based on the precedents multiples range for LTM EBITDA to yield a range of values from $32.98 to $50.84 per share, as compared to the $41.80 per share merger consideration to be received by holders of shares of common stock in connection with the merger.

Illustrative Discounted Cash Flow Analysis

        PJSC performed an illustrative discounted cash flow analysis of our projected future cash flows by calculating the estimated present value of the standalone, unlevered, after-tax free cash flows that we were forecasted to generate during the period beginning on April 1, 2017 through the fiscal year ending September 30, 2021. For purposes of its illustrative discounted cash flow analysis, PJSC utilized

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projected free cash flow of the Company as reflected in the Financial Forecasts, as described under "—Financial Forecasts."

        For purposes of its illustrative discounted cash flow analysis, PJSC utilized a range of terminal values multiples from 6.0x to 9.0x, applied to our estimated EBITDA for the fiscal year ending September 30, 2021. PJSC derived these terminal values from historical trading valuation multiples for the Company and the trading valuation multiples developed by PJSC in its selected companies analysis. The cash flows and terminal values were then discounted to present value as of March 31, 2017 using various discount rates ranging from 11.0% to 13.0%, which range was selected based on PJSC's professional judgment and after taking into consideration, among other things, an estimate of the weighted average cost of capital of the Company and certain other companies deemed comparable to the Company by PJSC in its professional judgment.

        Based on the foregoing, this analysis yielded a range of net present values from $37.27 to $57.59 per share, as compared to the $41.80 per share merger consideration to be received by holders of shares of common stock in connection with the merger.

Other

        PJSC reviewed the historical closing trading prices for our common stock for the one-year period ended May 19, 2017, immediately prior to the announcement of the merger agreement. PJSC noted that this review of historical share trading is not a valuation methodology but was presented for informational purposes.

Miscellaneous

        In arriving at PJSC's opinion, PJSC performed a variety of financial analyses, the material portions of which are summarized above. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, PJSC did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to significance and relevance of each analysis and factor. In addition, PJSC may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be PJSC's view of our actual value. Accordingly, PJSC believes that its analysis must be considered as a whole and that selecting portions of its analysis, without considering all such analyses, could create an incomplete view of the process underlying PJSC's opinion.

        In performing its analyses, PJSC relied on numerous assumptions made by the management of the Company and made judgments of its own with regard to current and future industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. Actual values will depend upon several factors, including changes in interest rates, dividend rates, market conditions, general economic conditions and other factors that generally influence the price of securities. The analyses performed by PJSC are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely as a part of PJSC's analysis of the fairness from a financial point of view of the consideration proposed to be received by the holders of shares of

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common stock in connection with the merger and were provided to the Board and the special committee in connection with the delivery of PJSC's opinion. The analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities might actually be sold, which are inherently subject to uncertainty. Because such analyses are inherently subject to uncertainty, neither of the Company nor PJSC, nor any other person, can guarantee that future results or actual values of the Company will not differ materially from those indicated in PJSC's analyses. With regard to the comparable public company analysis and the precedent transactions analysis summarized above, PJSC selected comparable public companies and precedent transactions on the basis of various factors for reference purposes only; however, no public company or transaction utilized as a comparison is fully comparable to the Company or the merger. Accordingly, an analysis of the foregoing was not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the acquisition or public trading value of the comparable companies and transactions to which the Company and the merger were being compared.

        The per share merger consideration was determined through negotiations between the Company and Parent, and was approved by the Board. PJSC did not recommend any specific consideration to the special committee or the Board or that any given consideration constituted the only appropriate consideration for the merger. The decision to enter into the merger agreement was solely that of the Board. As described above, PJSC's opinion and analyses were only one of many factors considered by the special committee and the Board in their evaluation of the merger and should not be viewed as determinative of the views of the special committee, the Board or the Company's management with respect to the merger or per share merger consideration. The issuance of PJSC's opinion was authorized by PJSC's fairness opinion committee.

        In the past PJSC or its affiliates have provided, currently are providing, and in the future may provide, investment banking and other financial services to the Company, and certain of the Company's and Parent's respective affiliates, and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as financial advisor to the Company, and certain of the Company's and Parent's respective affiliates in connection with certain mergers and acquisitions transactions. During the two years ended March 1, 2017, PJSC received or derived, directly or indirectly, $240,000 in the aggregate for its strategic advisory services from the Company. During the two years preceding the date of PJSC's written opinion, PJSC had not been engaged by or received any compensation from the Parent or any of its affiliates.

        Under the terms of PJSC's engagement letter, dated January 30, 2017, the Company has agreed to pay PJSC for its services in connection with the merger an aggregate fee of approximately $6.2 million, approximately $1.6 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the merger. PJSC's fee is subject to reduction by 50% of any amounts paid since September 1, 2010 by the Company to PJSC pursuant to the letter agreement between the Company and PJSC dated August 31, 2010. The amount of the reduction pursuant to the foregoing sentence is approximately $405,000. If the merger agreement is terminated and the Company receives the Parent termination fee, the Company will pay PJSC, in addition to the amount which became payable upon delivery of PJSC's opinion, an advisory fee equal to 20% of the excess (if any) of the fee less the Company's out-of-pocket expenses related to the transaction. The Company also has agreed to reimburse PJSC for certain reasonable and out-of-pocket expenses incurred in connection with PJSC's engagement, and to indemnify PJSC and its affiliates, counsel and other professional advisors, and the respective directors, officers, members, partners, controlling persons, agents and employees of each of the foregoing against specified liabilities.

        Based upon and subject to the foregoing analysis and qualifications, PJSC concluded that the $41.80 per share merger consideration to be received by holders of common stock (other than Parent and its affiliates) was fair, from a financial point of view, to such holders.

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Financial Forecasts

        The Company does not, as a matter of course, publicly disclose detailed financial forecasts. However, in connection with the negotiation of the proposed merger and the other transactions contemplated by the merger agreement, the Company prepared certain non-public unaudited financial forecasts regarding the Company's projected future operations for the remainder of its 2017 fiscal year through the end of the 2021 fiscal year, which were furnished to the special committee, the Board and HGGC and to PJSC for its use and reliance in connection with its financial analyses and opinion. We refer to these unaudited financial forecasts as the "Financial Forecasts." A summary of the Financial Forecasts is included below to provide stockholders access to certain of such non-public unaudited financial forecasts.

        These Financial Forecasts were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States ("GAAP").

        While the Financial Forecasts were prepared in good faith, no assurance can be made regarding future events. The estimates and assumptions underlying these financial forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, and the risk and uncertainties described under "Cautionary Statement Regarding Forward-Looking Statements," all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the merger, will be beyond the control of HGGC and the surviving corporation. The Company's stockholders are urged to review the Company's SEC filings for a description of risk factors with respect to the Company's business. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Financial Forecasts, whether or not the merger is completed. The inclusion in this proxy statement of the Financial Forecasts below should not be regarded as an indication that the Company, HGGC, their respective boards of directors (or committees thereof) or their respective financial advisors considered, or now considers, these forecasts to be a reliable predictor of future results. The Financial Forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on this information. The Financial Forecasts assume that the Company would continue to operate as a standalone company and do not reflect any impact of the merger or the failure of the merger to occur.

        The Financial Forecasts include certain non-GAAP financial measures, including EBITDA and unlevered free cash flow (in each case, as defined below). The Company's management included forecasts of EBITDA in the Financial Forecasts because the Company's management believes EBITDA provides useful information because it is commonly used by investors to assess financial performance and operating results of ongoing business operations, and because the Company's management also believes that EBITDA could be useful in evaluating the business, potential operating performance and cash flow of the Company. The Company's management included forecasts of unlevered free cash flow in the Financial Forecasts because the Company's management believes that unlevered free cash flow could be useful in evaluating the future cash flows generated by the Company without including in such calculation any debt servicing costs. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as presented in this proxy statement may not be comparable to similarly

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titled amounts used by the Company, HGGC or other companies. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures. All of the financial forecasts summarized in this section were prepared by and are the responsibility of the Company's management. The prospective financial information contained in these financial forecasts was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, the Company's management. PricewaterhouseCoopers LLP has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in the Company's SEC filing incorporated by reference in this proxy statement relates to the Company's historical financial information. It does not extend to the prospective financial information and should not be read to do so.

        By including in this proxy statement the Financial Forecasts below, neither the Company nor HGGC nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Further, the inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Company that this information is material. The Financial Forecasts summarized in this section reflected the estimates and judgments available to the Company's management at the time they were prepared and have not been updated to reflect any changes since the dates the financial forecasts were prepared. None of the Company, HGGC nor, after completion of the merger, the surviving corporation undertakes any obligation, except as required by law, to update or otherwise revise the Financial Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

        The summary of the Financial Forecasts is not included in this proxy statement to induce any stockholder to vote in favor of the adoption of the merger agreement, including whether or not to seek appraisal rights with respect to shares of common stock held by Company stockholders, or any other proposals to be voted on at the special meeting, but because the Financial Forecasts were made available to the Board and PJSC.

        The special committee, the Board and PJSC were provided with a set of non-public, unaudited financial forecasts prepared by the Company's management with respect to the Company's business, as a stand-alone company and giving effect to the completion of the Zhou acquisition on April 6, 2017, for the last six months of the fiscal year ending September 30, 2017 and for the full fiscal years ended September 30, 2018, 2019, 2020 and 2021. The Financial Forecasts were prepared by the Company's management in good faith based on the Company's management's reasonable best estimates and assumptions with respect to the Company's future financial performance at the time such forecasts were prepared and speak only as of that time.

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        The following table sets forth a summary of the Financial Forecasts: