Through his Gull Holdings Ltd., Myron Wentz, founder of the Utah-based manufacturer and seller of nutritional supplements and personal-care products, is offering shareholders $26 a share for all outstanding stock.

The $428 million offer to shareholders represents a nearly 25 percent premium over the Monday closing price of $20.83 for Usana's common shares and a 29.2 percent premium over the average price for the 30-day period that ended Monday.

Usana's stock, which has traded as high as $51.50 in the past year, closed up Tuesday about 23 percent, at $25.65.

Gull Holdings and the other participants in the offer own or control 68 percent of Usana common stock, according to a statement from Gull. Holders of 90 percent of all outstanding shares would have to approve the deal to seal it.

Gull Holdings has obtained a commitment from a major institutional lender to finance the purchase, the company said, without identifying the lender. It promised more details in a filing with the Securities and Exchange Commission, expected within 10 days.

Usana Health Sciences was incorporated in Utah in 1992, an outgrowth of Gull Laboratories, another company Wentz founded.

Wentz through a spokesman declined a request for an interview Tuesday. But the offer shows that he and his partners believe the company's stock is being undervalued by the market.

"This strikes me as a fairly straightforward transaction, where Wentz may feel that with the price of the stock, this is good time to consider this [sale]," said Loren Israelsen, executive director of the United Natural Products Alliance, a Utah-based trade group for nutritional products companies.

The Gull Holdings news release also indicated that the legal and regulatory requirements for a publicly traded company have been a significant burden.

"Going private will provide significant cost savings and will allow Usana's talented management team, employees and associates to focus solely on providing industry-leading products and building Usana's strong associate network without the pressures and distractions brought on by the public market," Wentz was quoted as saying.

"It's a matter of operating it with fewer headaches," said Amy Greene Vinson, director of equity research at Avondale Partners in Nashville, Tenn. "The administrative aggravation of being a public company is overwhelming sometimes. If you have the ability to buy the company and make them go away, it would make sense."

Last month, Usana reported lower earnings for the first quarter, with earnings per share falling to 46 cents from 64 cents. Net income was $7.7 million, compared with $11.6 million a year earlier.

"Their business is coming under pressure from the slowdown of U.S. consumers," said Vinson.

Usana stock also has been affected by a March 2007 report on the company from Barry Minkow, who founded the Fraud Discovery Institute after serving prison time on a conviction for securities fraud.

The report claimed Usana's multilevel marketing plan was unstable, with the constant need to replenish sales associates who almost never earn as much money as the company suggests they can by recruiting other salespeople and taking a portion of their earnings. It also claimed the company's products were overpriced and not of greater quality as claimed when compared to other products.

The report caused the company's stock, then trading at about $60 a share, to drop about 15 percent.

Usana sued Minkow, alleging he was behind a conspiracy to short-sell the company's stock and profit by a drop in the share price.

U.S. District Judge Tena Campbell recently dismissed four of the five claims by Usana against Minkow, and a federal magistrate ordered Usana to play Minkow's attorney fees for those dismissed claims.

Usana said after the court action that the company intends to pursue its remaining claim against Minkow involving an alleged conspiracy to short-sell its stock.

tharvey@sltrib.com

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