Tivity Health, a provider of fitness and health improvement programs, and Nutrisystem Inc., a provider of weight management products and services, announced that they have entered into a definitive agreement under which Tivity Health will acquire all of the outstanding shares of Nutrisystem for a combination of cash and stock. The transaction values Nutrisystem at an enterprise value of $1.3 billion and an equity value of $1.4 billion, or approximately $47.00 per share.

The combined company will offer an integrated portfolio of fitness, nutrition, and social engagement solutions to support overall health and wellness. Through this expanded portfolio, Tivity Health will be better positioned to address weight management—a major factor contributing to many chronic diseases. The combination of Tivity Health’s and Nutrisystem’s highly trusted brands and strong marketing and data analytics expertise will allow the combined company to increase awareness and member enrollment and engagement across all consumer audiences.

“Today marks an important milestone in Nutrisystem’s 45-year history, as through this transaction, we will become part of a leading health and wellness company that will offer a broad range of nutrition, fitness, and social engagement solutions to our customers,” said Dawn Zier, president and CEO of Nutrisystem. “This transaction will provide our shareholders with significant value and the opportunity to participate in the upside potential of the combined company through ownership of Tivity Health stock. Tivity Health and Nutrisystem share a common strategic vision, mission, and culture, and we look forward to working with the Tivity Health team to take the combined organization to the next level.”

Upon closing of the acquisition, Tivity Health expects to maintain all existing Nutrisystem brands, as well as Nutrisystem’s Fort Washington, Pa. location. Additionally, Zier will become president and chief operating officer of Tivity Health reporting to Tivity Health CEO Donato Tramuto. She will be responsible for Tivity Health’s nutrition and fitness divisions and will join the company’s board of directors.

The transaction is expected to close in the first quarter of 2019, subject to the approval of Nutrisystem shareholders, the receipt of regulatory approval, and other customary closing conditions.

Press release

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