The Vitamin Shoppe Shareholders to Receive
$6.50 Per Share in Cash, Representing 43% Premium to Last Closing
Price
Transaction Will Deliver Long-Term Benefits to
The Vitamin Shoppe Associates, Customers and Business Partners
While Further Positioning The Vitamin Shoppe as a Leader in Health
and Wellness
Transaction Represents Continued Implementation
of Liberty Tax Strategy to Acquire Franchise-Centric Businesses
Liberty Tax, Inc. (OTC PINK: TAXA) (“Liberty Tax”), the parent
company of Liberty Tax Service and Buddy’s Home Furnishings, and
Vitamin Shoppe, Inc. (NYSE: VSI) (“The Vitamin Shoppe”), an
omni-channel, specialty retailer of nutritional products, today
announced that they have entered into a definitive agreement under
which Liberty Tax will acquire The Vitamin Shoppe in an all cash
transaction valued at approximately $208 million. The Vitamin
Shoppe shareholders will receive $6.50 per share, which represents
a premium of 43% to its closing share price on August 7, 2019, and
a premium of approximately 59% to the 30-day volume weighted
average price for the period ended on August 7, 2019.
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The transaction is expected to be completed in the fourth
quarter of 2019, subject to approval by The Vitamin Shoppe’s
shareholders, expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as well as other customary closing conditions.
Liberty Tax intends to finance the transaction with up to
approximately $170 million in debt financing and a combination of
available cash and/or through the issuance of common stock of
Liberty Tax. In connection with the execution of the merger
agreement, Liberty Tax entered into debt commitment letters with
institutional lenders and an equity commitment letter with an
affiliate of Vintage Capital Management, LLC.
Pat Cozza, an independent member of the Board of Directors of
Liberty Tax, stated, “We have great confidence in the value of The
Vitamin Shoppe, its ongoing strategic reinvention plan and the
outstanding efforts of The Vitamin Shoppe leadership team and
associates. We believe that The Vitamin Shoppe is an excellent fit
for Liberty Tax’s previously announced strategy to acquire
franchise-centric businesses, and demonstrates the commitment of
Liberty Tax, its board and management team to implement the
previously announced strategic transformation of Liberty Tax.”
Sharon Leite, CEO of The Vitamin Shoppe, stated, “Following a
careful and disciplined assessment, the board of directors has
concluded that the acquisition proposal from Liberty Tax maximizes
value for our shareholders. The transaction also delivers long-term
benefits to our associates, customers and business partners. It
provides an immediate premium to our current shareholders and
aligns The Vitamin Shoppe with a partner that shares our strategic
vision to unlock the further potential of The Vitamin Shoppe as a
leader in health and wellness. We are committed to transforming
into an agile, customer-first organization that differentiates our
brand through best-in-class quality, innovation and expertise
across our products and services.”
Under the direction of its board of directors, Liberty Tax
intends to continue to evaluate the acquisition of
franchise-oriented or complementary businesses, including
businesses that are not presently subject to franchising
arrangements but that have the potential to be franchised in the
future. The Vitamin Shoppe transaction represents the continued
evolution of the business model of Liberty Tax, and follows the
recent acquisition of Buddy’s Home Furnishings, which was completed
in July 2019. In recognition of this new strategic focus, Liberty
Tax previously announced its intention to change its name to
Franchise Group, Inc. Liberty Tax anticipates that its name change
will become effective in the third or fourth quarter of 2019.
Kirkland & Ellis LLP acted as legal counsel to The Vitamin
Shoppe and BofA Merrill Lynch acted as its financial advisor.
Troutman Sanders LLP acted as legal counsel to Liberty Tax.
About Liberty Tax, Inc.
Liberty Tax, Inc. (OTC PINK: TAXA) is the indirect parent
company of Liberty Tax Service and Buddy’s Home Furnishings. In the
U.S. and Canada, last year, Liberty Tax prepared approximately two
million individual income tax returns in more than 3,100 offices
and online. Liberty Tax also owns Buddy’s Home Furnishings, a
specialty retailer engaged in the business of leasing and selling
consumer electronics, residential furniture, appliances and
household accessories. Liberty Tax is focused on the evaluation and
acquisition of franchise-oriented or complementary businesses.
Liberty Tax also supports local communities with fundraising
endeavors and contributes as a national sponsor to many charitable
causes.
About The Vitamin Shoppe, Inc.
(NYSE:VSI)
The Vitamin Shoppe is an omni-channel, specialty retailer of
nutritional products based in Secaucus, New Jersey. In its stores
and on its website, The Vitamin Shoppe carries a comprehensive
retail assortment including: vitamins, minerals, specialty
supplements, herbs, sports nutrition, homeopathic remedies, green
living products, and beauty aids. In addition to offering products
from approximately 700 national brands, The Vitamin Shoppe also
carries products under The Vitamin Shoppe®, BodyTech®, Body Tech
Elite®, True Athlete®, plnt®, ProBioCare®, and Next Step® brands.
The Vitamin Shoppe conducts business through more than 750
company-operated retail stores under The Vitamin Shoppe and Super
Supplements retail banners, and through its website,
www.vitaminshoppe.com. Follow the Vitamin Shoppe on Facebook at
http://www.facebook.com/THEVITAMINSHOPPE and on Twitter at
http://twitter.com/VitaminShoppe.
Forward Looking
Statements
This press release contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, without limitation, those that contain, or are
identified by, words such as “outlook”, “guidance”, “believes”,
“expects”, “potential”, “continues”, “may”, “will”, “should”,
“predicts”, “intends”, “plans”, “estimates”, “anticipates”, “could”
or the negative version of these words or other comparable words.
Forward-looking statements may include, but are not limited to,
statements relating to the proposed transaction between The Vitamin
Shoppe and Liberty Tax. These statements are subject to various
risks and uncertainties, many of which are outside of the control
of The Vitamin Shoppe and Liberty Tax, including, among others, the
risk that the proposed transaction may not be completed in a timely
manner or at all, which may adversely affect the business and the
stock price of The Vitamin Shoppe and/or Liberty Tax; risks related
to the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement; the
failure to obtain the requisite approval of The Vitamin Shoppe
stockholders of the proposed transaction or required regulatory
approvals or the failure to satisfy any of the other conditions to
the completion of the proposed transaction; the effect of the
announcement or pendency of the proposed transaction on the ability
of The Vitamin Shoppe or Liberty Tax to retain and hire key
personnel and maintain relationships with its customers, suppliers,
partners and others with whom they do business, or on their
respective operating results and business generally; risks
associated with the diversion of management’s attention from
ongoing business operations due to the proposed transaction; legal
proceedings related to the proposed transaction; uncertainties as
to Liberty Tax’s ability to obtain financing in order to consummate
the proposed transaction; costs, charges or expenses resulting from
the proposed transaction; and the ability of Liberty Tax to
implement and execute on its franchise-centric business model.
Actual results may differ materially from anticipated results or
outcomes discussed in any forward-looking statement. Additional
factors that could cause actual results to differ materially from
forward-looking statements include the strength of the economy;
changes in the overall level of consumer spending; the performance
of the products and services of The Vitamin Shoppe and Liberty Tax
within the prevailing retail or other business environment;
implementation of the strategy of The Vitamin Shoppe and Liberty
Tax; compliance with regulations, certifications and best practices
with respect to the development, manufacture, sale and marketing of
The Vitamin Shoppe’s products; management changes; maintaining
appropriate levels of inventory; changes in tax policy; ecommerce
relationships; disruptions of manufacturing, warehouse or
distribution facilities or information systems; regulatory
environment and other specific factors discussed herein and in
other United States Securities and Exchange Commission (the "SEC")
filings by The Vitamin Shoppe and Liberty Tax (including their
respective reports on Forms 10-K and 10-Q filed with the SEC). The
Vitamin Shoppe and Liberty Tax believe that all forward-looking
statements are based on reasonable assumptions when made; however,
The Vitamin Shoppe and Liberty Tax caution that it is impossible to
predict actual results or outcomes or the effects of risks,
uncertainties or other factors on anticipated results or outcomes
with certainty and that, accordingly, one should not place undue
reliance on these statements. Forward-looking statements speak only
as of the date when made and neither The Vitamin Shoppe nor Liberty
Tax undertakes any obligation to update these statements in light
of subsequent events or developments.
Additional Information and Where to Find It
In connection with the proposed transaction, The Vitamin Shoppe
intends to file with the SEC a proxy statement and other relevant
documents. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, and is not a substitute for
the proxy statement or any other document that The Vitamin Shoppe
may file with the SEC or send to its stockholders in connection
with the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
THE VITAMIN SHOPPE STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
CAREFULLY AND IN ITS ENTIRETY, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain a copy of the
proxy statement and other documents filed by The Vitamin Shoppe
with the SEC (when available) free of charge at the SEC’s website,
http://www.sec.gov, and The Vitamin Shoppe’s website,
http://investors.vitaminshoppe.com.
Certain Information Regarding Participants
The Vitamin Shoppe and its directors and certain executive
officers and employees may be deemed to be participants in the
solicitation of proxies from the holders of common stock of The
Vitamin Shoppe in respect of the proposed transaction. Information
about the directors and executive officers of The Vitamin Shoppe is
set forth in its Annual Report on Form 10-K for the year ended
December 29, 2018, filed with the SEC on February 26, 2018 and
proxy statement for its 2019 annual meeting of stockholders, filed
with the SEC on April 25, 2019. Additional information regarding
potential participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant documents to be filed by The Vitamin Shoppe with the SEC
in respect of the proposed transaction when they become
available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190808005350/en/
For Liberty Tax
Investors: Michael S. Piper Chief Financial Officer Liberty
Tax Service (757) 493-8855 investorrelations@libtax.com
For The Vitamin Shoppe
Analysts and Investors: Kathleen Heaney 646-912-3844 OR
201-552-6429 ir@vitaminshoppe.com Media: David Lipke
201-552-6298 David.lipke@vitaminshoppe.com OR Sloane & Company
Dan Zacchei / Joe Germani 212-486-9500 dzacchei@sloanepr.com /
jgermani@sloanepr.com
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