WEIGHT WATCHERS INTERNATIONAL INC WW

election_required = True...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 Guaranteed 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 authorized us to make the Offer. However, neither we nor the Board of Di...

expiry = 2012-03-22...ERNATIONAL, INC. UP TO $720,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $83.00 NOR LESS THAN $72.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MARCH 22, 2012, 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,” “us,” or “our”) invites our shareholders to tender shares of o...

listed = True...g Shares as of February 13, 2012. The Offer is not conditioned upon the receipt of any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, including the Financing Condition (as defined below). See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “WTW.” On February 22, 2012, the last full trading day before we commenced the Offer, the last reported sale price of the Shares was $78.71 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares. See Section 8. If you have...

mechanism = DUTCH...shareholders but is subject to certain other conditions, including the Financing Condition. See Section 7. 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 commonly 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 $83.00 to $72.00 per Share. See Section 1. We will select the single lowest purchase price (in multiples of $0.25) (the “Purchase Price”) within the price range for the Offer...

mechanism = FIXED...announcing the final results of the Offer, which expired at 12:00 midnight, New York City time, on Thursday, March 22, 2012. In accordance with the terms and conditions of the Offer, the Company has accepted for purchase an aggregate of 8,780,485 Shares at a purchase price of $82.00 per Share, for an aggregate cost of approximately $720.0 million. These Shares represent approximately 11.9% of the Shares outstanding as of February 13, 2012. Based on the final count by the depositary for the Offer, an aggregate of 9,038,999 Shares were properly tendered and not properly withdrawn at or below a purchase price of $82.00 per Share...

must_tender_all = True...e law and the terms of the Purchase Agreement) 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 (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference); • Second, after purchasing all the Odd Lots that were properly tendered at or below the Purchase Price, sub...

price = USD 83.0...g the Expiration Date. We also expressly reserve the right, in our sole discretion, to purchase additional Shares, subject to applicable law. See Sections 1 and 16. At the maximum Purchase Price of $83.00 per Share, we would purchase 8,674,698 Shares if the Offer is fully subscribed, which would represent approximately 11.8% of the issued and outstanding Shares as of February 13, 2012, the last day before we announced our intentio...

price = USD 82.0...York City time, on Thursday, March 22, 2012. In accordance with the terms and conditions of the Offer, the Company has accepted for purchase an aggregate of 8,780,485 Shares at a purchase price of $82.00 per Share, for an aggregate cost of approximately $720.0 million. These Shares represent approximately 11.9% of the Shares outstanding as of February 13, 2012. Based on the final count by the depositary for the Offer, an aggregat...

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 o...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d304861dex99a1a.htm OFFER TO PURCHASE OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY WEIGHT WATCHERS INTERNATIONAL, INC. UP TO $720,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $83.00 NOR LESS THAN $72.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW Y...

txn_type = TENDER_OFFER...Avenue New York, New York 10017 (212) 455-2000 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** $720,000,000.00 $82,512.00 * The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $720,000,000 in aggregate of up to 10,000,000 shares of common stock, no par value, at the minimum tender offer price of $72.00 per share. ** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 3 for fiscal year...

final_price = 82.0...ed at 12:00 midnight, New York City time, on Thursday, March 22, 2012. In accordance with the terms and conditions of the Offer, the Company has accepted for purchase an aggregate of 8,780,485 Shares at a purchase price of $82.00 per Share, for an aggregate cost of approximately $720.0 million. These Shares represent approximately 11.9% of the Shares outstanding as of February 13, 2012. Based on the final count by the depositary for the Offer, an aggregate of 9,038,999 Shares were properly tendered and not properl...

proration_pct = 97.14...e accepted on a pro rata basis, except for tenders of “odd lots”, which will be accepted in full. The depositary has informed the Company that, after giving effect to the priority for “odd lots”, the final proration factor for the Offer is approximately 97.14%. The Company will promptly pay for the Shares accepted for purchase, and any Shares tendered and not purchased will be returned to the tendering shareholders promptly thereafter. Additionally, on April 6, 2012, the Company expects to purchase 9,498,804 Shares from Artal Holdings...

tendered = 9038999...f approximately $720.0 million. These Shares represent approximately 11.9% of the Shares outstanding as of February 13, 2012. Based on the final count by the depositary for the Offer, an aggregate of 9,038,999 Shares were properly tendered and not properly withdrawn at or below a purchase price of $82.00 per Share. Because more than $720.0 million in value of Shares was properly tendered and not properly withdrawn, the Offer was oversubscribed. As a result, pursuant to the terms of the Offer, Shares will be accept...