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Simpson Thacher represented Weight Watchers International, Inc. in its recently completed “modified Dutch Auction” tender offer pursuant to which Weight Watchers purchased an aggregate of 8,548,027 shares of its common stock at a purchase price of $54.00 per share for an aggregate purchase price of approximately $461.6 million. In addition, the firm is representing Weight Watchers in the related acquisition of 10,511,432 shares of common stock from Artal Holdings Sp. z o.o., its majority shareholder, at the price established by the tender offer (for an aggregate purchase price of approximately $567.6 million) in order to maintain Artal’s percentage ownership interest after the tender offer equal to its current level. The repurchase from Artal is expected to close on February 2, 2007.

In connection therewith, Simpson Thacher also represented Weight Watchers in its amendment to its senior credit facility to increase its borrowing capacity up to $1.2 billion to finance the purchases pursuant to the tender offer and from Artal and to refinance certain indebtedness of its subsidiary, WeightWatchers.com, Inc.

The Simpson Thacher team includes Ken Wallach, Jacob Kleinman, Jennifer Hare and Carlos Amy (M&A), Jim Buresh and Colette Pollitt (Credit), Alvin Brown and Jarrett Hoffman (Employee Benefits) and Kurt Dudas (Tax). Valuable assistance was also provided by Anne Dana and Jenny Weisenbeck (Paralegals).