WEIGHT WATCHERS INTERNATIONAL INC WW

election_required = True...y Shares, will I be subject to proration? If you own beneficially or of record fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has Weight Watchers or its Board of Directors adopted a position on the Offer? Our Board of Directors has approved the Offer. However, neither we nor the Board of Directors, the D...

expiry = 2007-01-18...ED PREFERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $54.00 NOR LESS THAN $47.00 PER SHARE BY WEIGHT WATCHERS INTERNATIONAL, INC. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 18, 2007, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Weight Watchers International, Inc. (“Weight Watchers,” the “Company,” “we” or “us”) hereby offers to purchase up to 8,300,000 shares of it...

listed = True...ights. No additional consideration will be paid for the associated rights. The Offer is not conditioned upon the receipt of financing or any minimum number of Shares being tendered. The Offer is, however, subject to other conditions. See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “WTW.” On December 15, 2006, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $47.13 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares. See Section 8. The...

mechanism = DUTCH...herein. The Offer is not conditioned on any minimum number of Shares being tendered by shareholders. See Section 1. What will be the purchase price for the Shares and what will be the form of payment? We are conducting this Offer through a procedure called a “modified Dutch auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $47.00 to $54.00 per Share. See Section 1. We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 8,300,000 Shares or, if a lesser number of...

must_tender_all = True...elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, we will purchase Shares in the following order of priority: • First, we will purchase all Odd Lots of less than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date; • Second, after purchasing all the Odd Lots that were properly tendered at or below the Purchase Price, subject to the conditional tender provisions described in Section 6, we will purchase Shares at the Purchase Price from all other holders...

price = USD 47.0-54.0...a procedure called a “modified Dutch auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $47.00 to $54.00 per Share. See Section 1. We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 8,300,000 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly te...

threshold = 100...red must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Date. Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own beneficially or of record fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH UP TO 8,300,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $54.00 NOR LESS THAN $47.00 PER SHARE BY WEIGHT WATCHERS INTERNATIONAL, INC. THE OFFER, PRORATION PERIOD AND WITHDRAWAL...