Total Transaction Value of $2.0 Billion
NASHVILLE, Tenn., April 5,
2022 /PRNewswire/ -- Tivity Health® (Nasdaq: TVTY), a
leading provider of healthy life-changing solutions, including
SilverSneakers®, Prime® Fitness and WholeHealth
Living®, today announced that it has entered into a
definitive agreement to be acquired by funds managed by Stone Point
Capital. Under the terms of the agreement, Tivity Health
stockholders will receive $32.50 in
cash per share, representing a total transaction value of
$2.0 billion. Upon completion of the
transaction, Tivity Health will become a privately held company,
and its common stock will no longer be traded on Nasdaq.
Anthony Sanfilippo, Chairman of
the Board of Directors of Tivity Health, said, "This agreement with
Stone Point creates immediate and
substantial value for shareholders while ensuring the company
continues to help SilverSneakers members live healthier,
happier and more connected lives as a leading senior fitness and
health improvement platform. This transaction is the culmination of
an extensive review of strategic alternatives that the Board
initiated after receiving an unsolicited proposal from Stone Point. As part of that review, the Board
engaged with numerous potential acquirers with the assistance of
outside advisors. The Board unanimously agreed that the transaction
with Stone Point is the best
opportunity for maximizing the value of Tivity Health. I am proud
of what this company has accomplished for all stakeholders, in
navigating the pandemic, streamlining and focusing the business,
and executing on its strategy. Because of our team's incredible
work and dedication, over the past twelve months, Tivity Health
stock has delivered a return of approximately 40%, and since
February 28, 2020, has delivered a
155% return."
Richard Ashworth, President and
Chief Executive Officer of Tivity Health commented, "Stone Point recognizes the value of our brands,
our well-known senior fitness and health improvement platform, and
our world-class team. In the past two years, we have strengthened
the business and look forward to working with Stone Point as we continue to innovate and
expand on the healthy, life-changing solutions we provide to
members, clients and partners."
Chuck Davis, CEO of Stone Point,
said, "We have followed Tivity Health's success for many years and
have admired the positive impact it has had on the health and
well-being of seniors who participate in its programs.
We believe that the company is well positioned to leverage its
market leading SilverSneakers® brand to capitalize on attractive
secular tailwinds. We look forward to working with the company to
broaden its service offerings to seniors to assist them in leading
healthier lives. Stone Point is thrilled to partner with the
Tivity Health management team to support the company in its next
phase of growth."
Transaction Details
The $32.50 in cash per share to be received by Tivity
Health stockholders represents a 20% premium to the 90-day
volume-weighted average price (VWAP) ending April 4, 2022. Fully committed debt financing has
been obtained and the transaction is not subject to a financing
condition. The transaction is expected to close in or prior to the
third quarter of 2022, subject to the receipt of shareholder
approval, regulatory approval and other customary closing
conditions. Following completion of the transaction, Tivity Health
will become a privately held company.
Richard Ashworth will remain
President and Chief Executive Officer of Tivity Health, upon
closing of the transaction, and the Company will maintain its
headquarters in Franklin,
Tennessee and its campus location in Chandler, Arizona.
Advisors
Lazard is acting as the exclusive
financial advisor to Tivity Health and Bass Berry & Sims PLC is
serving as legal counsel to the Company. Truist Securities is
acting as exclusive financial advisor to Stone Point and Kirkland
& Ellis is serving as legal advisor to Stone Point.
Quarterly Results Announcement
Tivity Health
noted that, with the proposed transaction, it will not host a
conference call to discuss financial results for the first quarter
of 2022. The Company expects to issue its earnings release
and file its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2022 on or about May 5, 2022.
About Tivity Health
Tivity Health®
Inc. (Nasdaq: TVTY) is a leading provider of healthy life-changing
solutions, including SilverSneakers®, Prime®
Fitness and WholeHealth Living®. We help adults improve
their health and support them on life's journey by providing access
to in-person and virtual physical activity, social, and mental
enrichment programs, as well as a full suite of physical medicine
and integrative health services. We continue to enhance the way we
direct members along their journey to better health by delivering
an insights-driven, personalized, interactive experience. Our suite
of services support health plans nationwide as they seek to reduce
costs and improve health outcomes. At Tivity Health, we deliver the
resources members need to live healthier, happier, more
connected lives. Learn more at www.tivityhealth.com.
About Stone Point Capital
Stone Point is an investment firm based in
Greenwich, CT, with over
$40 billion of assets under
management. Stone Point targets
investments in companies in the global financial services industry
and related sectors. The firm invests in a number of alternative
asset classes, including private equity through its flagship
Trident Funds. Stone Point also
manages both liquid and private credit funds and managed accounts.
In addition, Stone Point Capital Markets supports our firm,
portfolio companies and other clients by providing dedicated
financing solutions. For more information, please visit
www.stonepoint.com.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking
statements, which include all statements that do not relate solely
to historical or current facts, such as statements regarding our
expectations, intentions or strategies regarding the future. In
some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should,"
"expect," "intend," "plan," "anticipate," "believe," "estimate,"
"predict," "project," "aim," "potential," "continue," "ongoing,"
"goal," "can," "seek," "target" or the negative of these terms or
other similar expressions, although not all forward-looking
statements contain these words. These forward-looking statements
are based on management's beliefs, as well as assumptions made by,
and information currently available to, the company. Because such
statements are based on expectations as to future financial and
operating results and are not statements of fact, actual results
may differ materially from those projected and are subject to a
number of known and unknown risks and uncertainties, including: (i)
the risk that the proposed acquisition of the company (the
"Merger") may not be completed in a timely manner or at all, which
may adversely affect the company's business and the price of the
company common stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction,
including the adoption of the Merger Agreement by the company's
stockholders and the receipt of certain regulatory approvals; (iii)
the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the Merger
Agreement, including in circumstances requiring the company to pay
a termination fee; (iv) the effect of the announcement or pendency
of the proposed transaction on the company's business
relationships, operating results and business generally; (v) risks
that the proposed transaction disrupts the company's current plans
and operations; (vi) the company's ability to retain and hire key
personnel in light of the proposed transaction; (vii) risks related
to diverting management's attention from the company's ongoing
business operations; (viii) unexpected costs, charges or expenses
resulting from the proposed transaction; (ix) the ability of Stone
Point to obtain the necessary financing arrangements set forth in
the commitment letters received in connection with the Merger; (x)
potential litigation relating to the Merger that could be
instituted against Stone Point, the
company or their respective directors, managers or officers,
including the effects of any outcomes related thereto; (xi)
continued availability of capital and financing and rating agency
actions; (xii) certain restrictions during the pendency of the
Merger that may impact the company's ability to pursue certain
business opportunities or strategic transactions; (xiii)
unpredictability and severity of catastrophic events, including but
not limited to acts of terrorism, war or hostilities or the
COVID-19 pandemic, as well as management's response to any of the
aforementioned factors; (xiv) other risks described in the
company's filings with the Securities and Exchange Commission
("SEC"), such risks and uncertainties described under the headings
"Forward-Looking Statements," "Risk Factors" and other sections of
the company's Annual Report on Form 10-K filed with the SEC on
February 25, 2022 and subsequent
filings; and (xv) those risks and uncertainties that will be
described in the proxy statement that will be filed with the SEC
(if and when it becomes available) from the sources indicated
below. While the list of risks and uncertainties presented here is,
and the discussion of risks and uncertainties to be presented in
the proxy statement will be, considered representative, no such
list or discussion should be considered a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, and legal liability to third
parties and similar risks, any of which could have a material
adverse effect on the completion of the Merger and/or the company's
consolidated financial condition, results of operations, credit
rating or liquidity. The forward-looking statements speak only as
of the date they are made. The company undertakes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find it
In
connection with the Merger, the company intends to file a
preliminary proxy statement on Schedule 14A with the SEC. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, COMPANY STOCKHOLDERS ARE
URGED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS, INCLUDING THE DEFINITIVE PROXY STATEMENT (IF
AND WHEN IT BECOMES AVAILABLE), THAT ARE FILED OR WILL BE FILED
WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The
definitive proxy statement (if and when it becomes available) will
be mailed to stockholders of the company. Stockholders will be able
to obtain the documents (when they become available) free of charge
at the SEC's website, http://www.sec.gov. In addition, stockholders
may obtain free copies of the documents (if and when they become
available) on the company's website, www.tivityhealth.com, under
the heading "Investors."
Participants in the Solicitation
The company and
certain of its respective directors, executive officers and other
employees, under the SEC's rules, may be deemed to be participants
in the solicitation of proxies of the company's stockholders in
connection with the Merger. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the merger and their respective direct and indirect
interests in the Merger, by security holdings or otherwise, will be
included in the definitive proxy statement and other materials to
be filed with the SEC in connection with the Merger (if and when
they become available). Free copies of these documents may be
obtained as described in the preceding paragraph.
Tivity Health Contacts
Investors:
Matt Milanovich
matt.milanovich@tivityhealth.com
Media:
Jill Meyer
Jill.meyer@tivityhealth.com
Andrew Cole/Emily Claffey/Bridget
Nagle/Liz James
TivityHealth-SVC@SARDVERB.com
Stone Point Capital Contacts
Anne
Gilliland
agilliland@stonepoint.com
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SOURCE Tivity Health