Offer to Purchase for Cash
by
NATURE'S SUNSHINE PRODUCTS, INC.
of
Up to 1,000,000 Outstanding Shares of its Common Stock
At a Purchase Price not Greater Than $16.50 nor Less Than $14.20 Per Share
THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 24, 2004,
UNLESS THE TENDER OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated October 27, 2004 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), in connection with the offer by Nature's Sunshine Products, Inc., a Utah corporation ("Nature's Sunshine"), to purchase for cash up to 1,000,000 shares of its common stock, no par value per share, at a price, net to the seller in cash, without interest, not greater than $16.50 nor less than $14.20 per share, on the terms and subject to the conditions of the Offer.
On the terms and subject to the conditions of the Offer, Nature's Sunshine will determine a single per share price, not greater than $16.50 nor less than $14.20 per share, that it will pay for shares properly tendered and not properly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. Nature's Sunshine will select the lowest purchase price that will allow it to purchase 1,000,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices not greater than $16.50 nor less than $14.20 per share. All shares properly tendered at or below the purchase price and not properly withdrawn will be purchased at the purchase price selected by Nature's Sunshine, on the terms and subject to the conditions of the Offer, including its proration provisions, "odd lot" provisions and conditional tender provisions. All shares acquired in the Offer will be acquired at the same purchase price. Nature's Sunshine reserves the right, in its sole discretion, to purchase more than 1,000,000 shares in the Offer, subject to certain limitations and legal requirements. Shares tendered at prices greater than the purchase price and shares not purchased because of proration provisions or conditional tenders will be returned to the tendering shareholders at Nature's Sunshine's expense as promptly as practicable after the expiration of the Offer. See Section 1 and Section 3 of the Offer to Purchase.
If the number of shares properly tendered is less than or equal to 1,000,000 shares (or such greater number of shares as Nature's Sunshine may elect to purchase pursuant to the Offer), Nature's Sunshine will, on the terms and subject to the conditions of the Offer, purchase at the purchase price selected by Nature's Sunshine all shares so tendered.
On the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 1,000,000 shares (or any such greater number of shares as Nature's Sunshine may elect to purchase) are properly tendered at or below the purchase price, Nature's Sunshine will buy shares first, from all shareholders who own beneficially or of record, an aggregate of fewer than 100 shares (an "Odd Lot Holder") who properly tender all their shares at or below the purchase price selected by Nature's Sunshine, second, on a pro rata basis from all other shareholders who properly tender shares at or below the purchase price selected by Nature's Sunshine, subject to any conditional tenders, and third, if necessary to permit Nature's Sunshine to purchase 1,000,000 shares, from holders who have only tendered shares subject to the condition that a specified minimum number of the holder's shares
are purchased in the Offer as described in Section 6 of the Offer to Purchase (for which the condition was not initially satisfied, and provided the holders tendered all of their shares) by random lot, to the extent feasible. See Section 1, Section 3 and Section 6 of the Offer to Purchase.
We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the letter of transmittal for your information only; you cannot use it to tender shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.
Please note the following:
If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached instruction form. If you authorize us to tender
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your shares, we will tender all your shares unless you specify otherwise on the attached Instruction Form.
Your prompt action is requested. Your instruction form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the expiration of the tender offer. Please note that the tender offer and withdrawal rights will expire Midnight, New York City time, on Wednesday, November 24, 2004 unless the tender offer is extended.
The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of common stock of Nature's Sunshine. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of Nature's Sunshine residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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INSTRUCTION FORM WITH RESPECT TO
Offer to Purchase for Cash
by
NATURE'S SUNSHINE PRODUCTS, INC.
of
Up to 1,000,000 Shares of its Common Stock
at a Purchase Price not greater than $16.50 nor less than $14.20 per share
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated October 27, 2004 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), in connection with the offer by Nature's Sunshine Products, Inc., a Utah corporation ("Nature's Sunshine"), to purchase for cash up to 1,000,000 shares of its common stock, no par value per share, at a price, net to the seller in cash, without interest, not greater than $16.50 nor less than $14.20 per share, specified by the undersigned, on the terms and subject to the conditions of the Offer.
The undersigned hereby instruct(s) you to tender to Nature's Sunshine the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, on the terms and subject to the conditions of the Offer.
NUMBER OF SHARES TO BE TENDERED: SHARES*
CHECK ONLY ONE BOX:
By checking one of the following boxes below instead of the box under "Shares Tendered at Price Determined Under the Tender Offer," the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Nature's Sunshine for the shares is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate instruction form for each price at which shares are tendered. The same shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.
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Price (in dollars) per share at which shares
are being tendered
o $14.20
o $14.30
o $14.40
o $14.50
o $14.60
o $14.70
o $14.80
o $14.90
o $15.00
o $15.10
o $15.20
o $15.30
o $15.40
o $15.50
o $15.60
o $15.70
o $15.80
o $15.90
o $16.00
o $16.10
o $16.20
o $16.30
o $16.40
o $16.50
OR
By checking the box below instead of one of the boxes under "Shares Tendered at Price Determined by Shareholder," the undersigned hereby tenders shares at the purchase price, as the same shall be determined by Nature's Sunshine in accordance with the terms of the Offer.
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.
Odd Lots
(See Instruction 14 of the Letter of Transmittal)
To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.
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In addition, the undersigned is tendering shares either (check one box):
Conditional Tender
(See Instruction 13 of the Letter of Transmittal)
A tendering shareholder may condition his or her tender of shares upon Nature's Sunshine purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares you indicate below is purchased by Nature's Sunshine pursuant to the terms of the Offer, none of the shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
If, because of proration, the minimum number of shares designated will not be purchased, Nature's Sunshine may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box:
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
NATURE'S SUNSHINE'S BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER NATURE'S SUNSHINE NOR ANY MEMBER OF ITS BOARD OF DIRECTORS, NOR THE DEALER MANAGER OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER THEY SHOULD TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR AS TO THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH THEY MAY CHOOSE TO TENDER THEIR SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER THEIR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH THEIR SHARES SHOULD BE TENDERED. IN DOING SO, SHAREHOLDERS SHOULD READ CAREFULLY THE INFORMATION IN THE OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING NATURE'S SUNSHINE'S REASONS FOR MAKING THE TENDER OFFER. SEE SECTION 2 OF THE OFFER TO PURCHASE. SHAREHOLDERS SHOULD DISCUSS WHETHER TO TENDER THEIR SHARES WITH THEIR BROKER OR OTHER FINANCIAL OR TAX ADVISOR.
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CERTAIN OF NATURE'S SUNSHINE'S DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED NATURE'S SUNSHINE THAT THEY INTEND TO TENDER SHARES IN THE TENDER OFFER. SEE SECTION 11 OF THE OFFER TO PURCHASE.
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