MotherNature.com Plans to Shut Down

CONCORD, Mass.--MotherNature.com Inc. (NASDAQ:MTHR) announced Nov. 7 that its board of directors unanimously voted to liquidate and dissolve the company. According to the company, the board's decision was based on a slow down in market growth, a lack of financial backers and a below-net-asset value for shares.

In a statement released by MTHR, a proxy letter was mailed to shareholders inviting them to attend a special meeting on Nov. 30 to approve the company's liquidation and dissolution plans. MTHR plans sell certain assets that include intellectual property and other tangible and intangible assets. It stated that these plans are "in the best interests of the company and its stockholders."

In addition, MTHR reported that, after "significant effort," it had not found an acceptable buyer or strategic alliance partner for the company. Both Sitestar Corp. and vitacost.com had tendered acquisition and merger proposals, respectively. On Oct. 20, the company shied away from the Sitestar acquisition (which offered to buy all outstanding shares of MTHR for $17.4 million) when Sitestar would not file its tender offer statement with the Securities and Exchange Commission and refused to agree to a non-disclosure agreement.

If shareholders decide to dissolve the company, MTHR will file a Certificate of Dissolution that will entitle shareholders to the liquid asset value proportionate to ownership. According to the company, the assets available to shareholders total $15.8 million, which is equivalent to $1 per share. However, the company will initially distribute $13.4 million, or $0.85 per share, to its shareholders by the end of 2000. The remaining $0.15 per share will be held in a contingency reserve, and shareholders may or may not see that within the company's proposed time limit of three years. Nevertheless, MTHR's board stated that distributing the net assets to stockholders would offer the greatest returns, compared to other alternatives. Calls to the company's representatives were not returned by press time.

Question about investor relations should be directed to Morgen-Walke Associates at (212) 850-5600. For the recent background on MotherNature.com, see www.naturalproductsinsider.com/articles/0a1finan3.html.