LAKE SUCCESS, N.Y.
Sept. 3, 2013
/PRNewswire/ -- The Hain Celestial Group, Inc. (Nasdaq: HAIN) ("Hain" or the "Company") announced today that it has been informed of the sale of an aggregate of 3,650,000 shares of common stock of Hain by certain selling stockholders, including entities related to
Carl C. Icahn
to Jefferies LLC, as the underwriter in the registered public offering of those shares. No shares of common stock are being sold by Hain and Hain will not receive any proceeds from the offering. The selling stockholders have also granted to Jefferies LLC an option to purchase an additional 547,500 shares of common stock of Hain which option is exercisable for 30 days from the date hereof.
Jefferies LLC proposes to offer for sale the shares of common stock from time to time in one or more transactions on the Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.
As a result of the consummation of the announced sale of common stock by the selling stockholders (but excluding the exercise of the option described above), Mr. Icahn and the entities related to Mr. Icahn will beneficially own, collectively, 3,589,963 shares, or 7.5%, of the total outstanding shares of common stock of Hain.
Hain has filed a registration statement (including a prospectus) that became automatically effective upon filing with the Securities and Exchange Commission ("SEC") that covers the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Hain has filed with the SEC for more complete information about Hain and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
. Alternatively, the underwriter will arrange to send you the prospectus if you request it by calling toll-free at 1-877-547-6340 or by emailing
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.