Nutrisystem (NTRI) to be acquired by Tivity Health (TVTY) for $1.4 billion

• Update June 2022: Tivity Health has been acquired by Stone Point Capital in a take-private deal for $2 billion or $32.50 per share.
• Update 2020: Kainos Capital, a private equity firm, acquired Nutrisystem from Tivity Health in 2020 for $575 million.  In 2021, Nutrisystem merged with Adaptive Health to form Wellful, a privately held company. Wellful is a direct-to-consumer health and wellness platform that also owns the Jenny Craig brand.
• -----------------------------
• Tivity Health is the parent of fitness program SilverSneakers and focuses on customers that are ages 50 and older. Nutrisystem is the parent for both Nutrisystem itself and the South Beach Diet, a low-carb and high-protein eating plan.
• Nutrisystem's market cap is $1.01 billion, and Tivity's is $1.63 billion. 
• Both companies aim to help customers manage their health and diets. Nutrisystem, which sells a meal-kit plan, frequently advertises on ESPN. Tivity Health owns a diabetes treatment center. Both companies operate internationally. 

 

 

=====

 

** charts before  announcement **

Nutrisystem: Tivity Health (TVTY) to acquire NTRI for $1.3 billion in cash and stock; transaction values NTRI at an enterprise value or $47.00/share

• Co 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.
• Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Nutrisystem shareholders will receive $38.75 per share in cash and 0.2141 Tivity Health shares for each share of Nutrisystem common 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 implied stock consideration of $8.25 per Nutrisystem share is based on the volume-weighted average price of Tivity Health's stock for the 10 days ended December 3, 2018.
• The implied transaction consideration of $47.00 per share represents a 30% premium based on the volume-weighted average price for Nutrisystem over the last five trading days.
• Expect double digit accretion to Tivity Health's adjusted EPS in 2020 and beyond.
• Significant potential for value creation with expected annual cost synergies of approx $30-35 million.
• Tivity Health will finance the cash portion of the acquisition with fully committed term loan financing from Credit Suisse and existing cash on hand. At the closing of the transaction, Tivity Health's pro forma net leverage is expected to be approximately 4.4x, including the benefit of identified cost synergies. Tivity Health expects to reduce net leverage to less than 3.5x by the end of 2020, and less than 2.5x by the end of 2021.
• The transaction is expected to close in the first quarter of 2019.