NEW YORK, Jan. 29, 2019 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that it filed a class action lawsuit against Nutrisystem, Inc. (“Nutrisystem” or the “Company”) (NasdaqGS: NTRI) and its board of directors (the “Board”), on behalf of a class consisting of all public stockholders of Nutrisystem who have been harmed by Nutrisystem in connection with alleged violations of Sections 14(d)(4), 14(e) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
On December 9, 2018, Nutrisystem, Tivity Health, Inc. (“PARENT”), and Sweet Acquisition, Inc., a direct wholly-owned Subsidiary of PARENT (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Nutrisystem, with Nutrisystem surviving the merger and becoming a direct, wholly-owned Subsidiary of PARENT (the “Proposed Transaction”).
The Complaint alleges that on January 7, 2019, in order to convince Nutrisystem’s public common stockholders to vote in favor of the Proposed Transaction, PARENT filed a materially incomplete and misleading Form S-4 Registration Statement (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act. As stated in the Proxy, upon completion of the Proposed Transaction, each share of Nutrisystem common stock will be converted into the right to receive $38.75 in cash, without interest, and 0.2141 of a share of Tivity Health common stock (the “Merger Consideration”). The Complaint alleges that the Proxy contains materially incomplete and misleading information concerning: (i) the valuation analyses prepared by the Company’s financial advisor, Evercore Group L.L.C. (“Evercore”), in support of their fairness opinion and (ii) the absence of an analysis of PARENT.
Investors who purchased or otherwise acquired shares during the Class Period should contact the Firm prior to the April 1, 2019 lead plaintiff motion deadline. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at tjmckenna@gme-law.com or gegleston@gme-law.com.
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