Jenny Craig To Be Acquired

LA JOLLA, CALIFORNIA (Monday, January 28, 2002) - Jenny Craig, Inc. announced that it has entered into a definitive merger agreement providing for the acquisition of Jenny Craig by an investor group led by ACI Capital Co., Inc., a private investment firm. DB Capital Partners, the private equity arm of Deutsche Bank, is ACI Capital's partner in the transaction. The investor group will also include Sid and Jenny Craig. The merger agreement calls for each Jenny Craig stockholder to receive $5.30 per share in cash, which represents a premium of approximately 68% to Jenny Craig's January 25, 2002 closing price of $3.15. Based on the $5.30 price per share, the transaction is valued at approximately $115 million.
Completion of the transaction is subject to customary closing conditions, including approval by the stockholders of Jenny Craig, the securing of regulatory approvals and the receipt of financing. The purchaser has received a senior debt financing commitment from Ableco Finance and commitments from ACI Capital and DB Capital to provide equity and debt capital. The Craigs have also agreed to contribute a portion of their holdings of Jenny Craig stock with a value, based on the $5.30 per share merger price, of $4 million for stock in the acquisition vehicle. In addition, the Craigs and certain of their affiliated entities have agreed to vote their current shareholdings of approximately 67% of the Company's stock in favor of the transaction, subject to the terms and conditions of their voting agreement with the purchaser. The transaction is expected to close in the second quarter of 2002.

Jenny Craig is one of the largest weight management firms worldwide with 652 centers in the United States, Canada and abroad. Founded in 1983, the Company offers a comprehensive weight management program that helps clients learn how to eat the foods they want, increase their energy level through simple activity and build more balance in their lives for optimal weight loss and well-being. The program combines personal, one-on-one consultations at Jenny Craig Centres with nutritionally balanced menu plans. During the four quarters ended September 30, 2001, the Company generated $291 million in sales.

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