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TVTY

Tivity Health

$40.60

-0.27 (-0.66%)

, NTRI

Nutrisystem

$34.19

-1.07 (-3.03%)

06:09
12/10/18
12/10
06:09
12/10/18
06:09

Tivity Health to acquire Nutrisystem in cash, stock deal valued at $47 per share

Tivity Health (TVTY) and Nutrisystem (NTRI) 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 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 $1.3B and an equity value of $1.4B, 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. 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. The combined company will be offering, at scale, an integrated portfolio of fitness, nutrition and social engagement solutions to support overall health and wellness. Through this expanded portfolio, Tivity Health will be positioned to address weight management, a major factor contributing to many chronic diseases. The diversification of Tivity Health's portfolio and increased scale can benefit all the company's stakeholders, including health plans, fitness partners, members and consumers, as these offerings support healthier lifestyles and can lower medical costs. Tens of millions of Americans are currently eligible for Tivity Health's programs and millions of people have lost weight with Nutrisystem's products. This transaction will also create value for Tivity Health's shareholders through the addition of a new independent revenue stream, cost and revenue synergies, and significant potential growth opportunities. The combination of Tivity Health's and Nutrisystem's brands and marketing and data analytics expertise will allow the combined company to increase awareness and member enrollment and engagement across all consumer audiences. The acquisition of Nutrisystem will further elevate Tivity Health as a leading health and wellness company offering comprehensive fitness, nutrition and social engagement solutions. Based on the financial results for both companies for the 12 months ended September 30, pro forma revenue would have been approximately $1.3B, net income would have been approximately $135M and adjusted EBITDA would have been approximately $223M. Upon closing of the acquisition, Tivity Health expects to maintain all existing Nutrisystem brands, as well as Nutrisystem's Fort Washington, PA location. Additionally, Dawn Zier will become president and COO 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. Under the terms of the merger agreement, each outstanding share of Nutrisystem stock will be exchanged for $38.75 in cash and 0.2141 shares of Tivity Health common stock. Upon closing, Tivity Health shareholders are expected to own approximately 87% of the pro forma company on a fully diluted basis. Tivity Health will finance the cash portion of the acquisition with fully committed term loan financing 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 Q1 of 2019, subject to the approval of Nutrisystem shareholders, the receipt of regulatory approval and other customary closing conditions.

TVTY

Tivity Health

$40.60

-0.27 (-0.66%)

NTRI

Nutrisystem

$34.19

-1.07 (-3.03%)

TVTY Tivity Health
$40.60

-0.27 (-0.66%)

11/20/18
CANT
11/20/18
NO CHANGE
Target $49
CANT
Overweight
Tivity Health shares remain attractive, says Cantor Fitzgerald
Cantor Fitzgerald analyst Steven Halper reiterates an Overweight rating on Tivity Health (TVTY) with a $49 price target saying the shares at current levels remain attractive. With its Q3 results, Tivity provided positive commentary regarding its efforts to increase enrollment, Halper tells investors in a research note. He believes the shares are attractive even with the pending loss of the remaining UnitedHealth (UNH) business.
11/06/18
PIPR
11/06/18
NO CHANGE
Target $44
PIPR
Overweight
Tivity Health core business remains on track, says Piper Jaffray
Piper Jaffray analyst Sean Wieland says Tivity Health's core business, SilverSneakers, grew in-line with expectations in Q3 despite an unfavorable mix shift of visits under the "visits included" model. Flip50 and Prime did not deliver on their targets, resulting in a guidance reduction that was by and large factored into consensus estimates already, Wieland tells investors in a post-earnings research note. The analyst is encouraged that the core business remains on track and sees an improved balance sheet driven by the "strong" free cash flow, which he says positions the company well for strategic opportunities. Wieland raised his price target for Tivity Health to $44 from $43 and reiterates an Overweight rating on the shares.
10/16/18
WBLR
10/16/18
NO CHANGE
WBLR
Outperform
Tivity Health risk/reward attractive at current levels, says William Blair
William Blair analyst Ryan Daniels attributes the "fairly lackluster" stock performance of Tivity Health (TVTY) to continued worries regarding UnitedHealth's (UNH) decision to insource more senior fitness plans to its own proprietary offering. Still, United will work with Tivity's SilverSneakers program in 28 states for individuals and will offer SilverSneakers to Medicare Advantage group members in all 50 states, Daniels tells investors in a research note. As open enrollment begins for the 2019 Medicare Advantage season, the analyst believes it also is an "opportune time to take a fresh look at Tivity Health." He views the stock's current risk/reward as attractive and keeps an Outperform rating on the name.
06/04/18
CHDN
06/04/18
UPGRADE
Target $42
CHDN
Buy
Tivity Health upgraded to Buy from Neutral at Chardan
Chardan analyst Steven Wardell upgraded Tivity Health to Buy with a $42 price target. The analyst has more confidence in his estimates following the company's analyst day.
NTRI Nutrisystem
$34.19

-1.07 (-3.03%)

11/01/18
11/01/18
UPGRADE

On The Fly: Top five analyst upgrades
Catch up on today's top five analyst upgrades with this list compiled by The Fly: 1. Nutrisystem (NTRI) upgraded to Outperform from Market Perform at Barrington and to Neutral from Underperform at DA Davidson. 2. SeaWorld (SEAS) upgraded to Overweight from Sector Weight at KeyBanc with analyst Brett Andress saying de-risked expectations following the Q3 pre-announcement create an attractive entry point, as he sees further upside to shares, with his confidence in the company's turnaround bolstered by additional evidence of both a brand and business in recovery mode. 3. Sanofi (SNY) upgraded to Equal Weight from Underweight at Barclays with analyst Emmanuel Papadakis saying he sees a more balanced risk/reward profile at current share levels. 4. Asur (ASR) upgraded to Overweight from Neutral at JPMorgan with analyst Fernando Abdalla citing valuation. 5. Wex (WEX) upgraded to Outperform from Market Perform at Wells Fargo. This list is just a portion of The Fly's full analyst coverage. To see The Fly's full Street Research coverage, click here.
11/01/18
DADA
11/01/18
UPGRADE
Target $36
DADA
Neutral
Nutrisystem upgraded to Neutral at DA Davidson on reduced cost outlook
As reported earlier, DA Davidson analyst Linda Bolton Weiser upgraded Nutrisystem to Neutral from Underperform and raised her price target to $36 from $27 after its Q3 results. The analyst notes that while the company lowered the midpoint of its 2018 EBITDA guidance range, it anticipates an EBITDA growth of up to 33% in Q4 through lower marketing and G&A expense costs. Weiser adds that her downgrade on October 15th reflected "continuing steep price discounts to reactivation customers and potential weakening of South Beach performance", but at this time, she sees no other near-term catalyst that would justify expectations of further multiple contraction.
11/01/18
BRRR
11/01/18
UPGRADE
Target $44
BRRR
Outperform
Nutrisystem upgraded to Outperform from Market Perform at Barrington
Barrington analyst Chris Howe upgraded Nutrisystem to Outperform from Market Perform, stating that the company has made significant improvements despite the last diet season having been disappointing. He points to better brand strength, creative for television and digital, expanded reach via digital acceleration and media efficiency. Howe set a $44 price target on Nutrisystem shares.
11/01/18
DADA
11/01/18
UPGRADE
DADA
Neutral
Nutrisystem upgraded to Neutral from Underperform at DA Davidson

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