Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On the Closing Date, Tivity Health completed its acquisition of Nutrisystem. Pursuant to the terms of the previously announced Agreement and
Plan of Merger (the Merger Agreement), dated as of December 9, 2018, among Tivity Health, Sweet Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Tivity Health (Merger Sub), and Nutrisystem,
Merger Sub merged with and into Nutrisystem, with Nutrisystem continuing as the surviving corporation (the Merger). As a result of the Merger, Nutrisystem became a wholly owned subsidiary of Tivity Health.
At the effective time of the Merger (the Effective Time), each share of common stock, par value $0.001 per share, of Nutrisystem
(Nutrisystem Shares) issued and outstanding immediately prior to the Effective Time (other than shares as to which dissenters rights have been properly exercised and certain other excluded shares) was converted into the right to
receive (i) $38.75 in cash, without interest, and (ii) 0.2141 shares of common stock, par value $0.001 per share, of Tivity Health (Tivity Health Shares), with cash payable in lieu of fractional Tivity Health Shares (collectively, the
Merger Consideration).
In connection with the Merger, Tivity Health issued approximately 6.3 million Tivity Health
Shares and paid an aggregate of approximately (a) $1.1 billion in cash to former Nutrisystem stockholders in exchange for Nutrisystem Shares and (b) $5.8 million in connection with the cash settlement of options to purchase Nutrisystem
Shares. Additionally, in connection with Tivity Healths assumption of equity awards of Nutrisystem, Tivity Health issued approximately 260,000
time-vesting restricted Tivity Health Shares to former holders of awards of restricted
Nutrisystem Shares and approximately 920,000
time-vesting
restricted stock units to former holders of awards of Nutrisystem performance-based restricted stock units.
The issuance of Tivity Health Shares pursuant to the Merger Agreement was registered under the Securities Act of 1933, as amended (the
Securities Act), pursuant to Tivity Healths registration statement on
Form S-4 (Registration No. 333-
229156), which became effective on February 3, 2019 (the
Registration Statement). The proxy statement/prospectus included in the Registration Statement contains additional information about the Merger and incorporates by reference additional information about the Merger from Current Reports on
Form 8-K filed
by Tivity Health and Nutrisystem.
The foregoing summary of the
transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form
8-K,
filed by Nutrisystem with the Securities and Exchange Commission (the SEC) on December 10, 2018, and is incorporated by reference herein.