Amendment of terms regarding acquisition of MIG

05.02.2007 - Reference is made to previous communication regarding Nutri Pharma's acquisition of MIG and the terms therein. The purchase consideration of 24 million NUT shares to be paid for the MIG shares that were transferred to Nutri Pharma ASA on 1 July 2005 is regulated in the Share transfer agreement dated 1. June 2005 and Addendum 1 dated 12 September 2005.

Reference is made to previous communication regarding Nutri Pharma's acquisition of MIG and the terms therein. The purchase consideration of 24 million NUT shares to be paid for the MIG shares that were transferred to Nutri Pharma ASA on 1 July 2005 is regulated in the Share transfer agreement dated 1. June 2005 and Addendum 1 dated 12 September 2005.

A first installment of the consideration shares consisting of 6 million treasury shares in Nutri Pharma ASA was made at 15 February 2006. The balance of the purchase consideration, consisting of a maximum of 18 million new issued Nutri Pharma ASA shares, were to be made in one or more installments at the latest by 31 March 2007, provided that an independent auditor confirms the agreed valuation of MIG.

It has on the 4 February 2007 been agreed between the parties that the final consideration for the Shares is to consist of a fixed minimum of 6 million shares in NutriPharma ASA (the “Fixed Minimum Consideration”). In addition the Sellers shall be entitled to an additional consideration consisting of a maximum of 18 million additional shares in NutriPharma ASA (the “Additional Consideration”) if MIG meets certain financial performance criteria for the financial year ending 31 December 2007. The final purchase consideration will hence be between 6 million and 24 million shares in Nutri Pharma ASA, and conditioned that an independent auditor confirms the agreed valuation of MIG.

If the Sellers become entitled to Additional Consideration in accordance with the amended agreement, such shares shall be issued to the Sellers as soon as practically possible after the 28 February 2008.

For further information contact:

Trond Syvertsen, CEO            +47 9172 1457

 

Oslo, 5 February 2007

Nutri Pharma ASA