American Fork, Utah-based nutrition company Whole Living has signed a definitive agreement to acquire Vestrio, Inc through a share exchange. Upon completion of the transaction, expected to close in June, Vestrio will become a wholly-owned subsidiary of Whole Living.

Vestrio is an educational company that uses network marketing to offer proprietary stock analysis software products. For its Q1 ended 31 March 2002, Vestrio posted revenue of US$2.24m and total revenues for the FY are projected to reach as much as US$23.5m, with net profits estimated at 15%. Proforma revenues in 2002 for the combined companies are projected at US$34.5m.

One of the driving forces behind the merger was the fit that management perceived between the two company’s distributors. Whole Living hopes to maximise the benefit to both companies through the use of Brain Garden’s 16,000 distributors and Vestrio’s 8,700 distributors, which together allow us to penetrate the market much more quickly than each could achieve on their own. The growth prospects of Vestrio’s and Whole Living’s customer-direct businesses will be enhanced through co-marketing.

“The synergies between the two companies is frankly amazing,” insisted Bob Thele, president and CEO of Vestrio. “Today’s transaction will allow us to increase market penetration of our branded stock screening services even further. Whole Living is the logical partner for us now and for the future.”

Ron Williams, president of Whole Living said: “The opportunity for Whole Living to acquire

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Vestrio and its financial products is a significant step forward in Whole Living’s overall strategy. It improves Whole Living’s rounded product offerings, which we believe will accelerate growth of its customer-direct business.”

Whole Living adjusts 2002 guidance

Williams said the transaction alters Whole Living’s outlook for the year materially.

“The transaction is significantly accretive for the current year and beyond. We expect 2002 FY comparable revenues and earnings per share to increase materially from our prior year, and project earnings per share in fiscal 2002 of US$0.12, on a consolidated, fully-diluted basis, up from our earlier estimate of US$0.06 per share.