SECAUCUS, N.J., Sept. 9, 2019 /PRNewswire/ -- Vitamin
Shoppe, Inc. (NYSE: VSI) (the "Company" or "The Vitamin Shoppe")
today announced that the "go-shop" period provided for under the
terms of the previously announced merger agreement (the "Merger
Agreement") by and among the Company, Liberty Tax, Inc. ("Liberty
Tax") and Valor Acquisition, LLC ("Merger Sub") expired at
12:01 a.m. New York City time on September 6, 2019. The Company also
announced that it has received an acquisition proposal to acquire
the Company (the "Acquisition Proposal") from a third party (the
"Bidder") during the go-shop period.
During the "go-shop" period, the Company engaged in a broad
solicitation of strategic and financial parties to determine
whether they may have an interest in making a proposal to acquire
the Company. No parties other than the Bidder submitted an
acquisition proposal to acquire the Company during the "go-shop"
period.
The Company has determined that the Bidder has qualified as an
"Excluded Party" (as defined in the Merger Agreement) and that the
Acquisition Proposal is reasonably likely to lead to a Superior
Proposal (as defined in the Merger Agreement). The Company
intends to engage in negotiations with the Bidder regarding the
Acquisition Proposal, subject to the conditions set forth in the
Merger Agreement.
At this time, the Company has not determined whether the
Acquisition Proposal (which remains subject to several conditions,
including the completion of due diligence and the negotiation of a
definitive transaction agreement) constitutes a Superior Proposal
under the Merger Agreement. Accordingly, there can be no
assurance that the Acquisition Proposal will ultimately result in a
Superior Proposal, and discussions and negotiations with the Bidder
could terminate at any time.
Neither the Board of Directors of the Company nor the Special
Committee of the Board of Directors of the Company has changed its
recommendation in favor of the Company's pending merger with
Liberty Tax and expressly reaffirms its recommendation in favor of
the pending merger with Liberty Tax.
Kirkland & Ellis LLP is acting as legal counsel to The
Vitamin Shoppe and BofA Merrill Lynch is acting as its financial
advisor.
About the Vitamin Shoppe, Inc. (NYSE: VSI)
The Vitamin Shoppe® is an omni-channel specialty retailer and
wellness lifestyle Company with the mission of providing customers
with the most trusted products, guidance, and services to help them
become their best selves, however they define it. Based in
Secaucus, New Jersey, the Company
offers a comprehensive assortment of nutritional solutions,
including vitamins, minerals, specialty supplements, herbs, sports
nutrition, homeopathic remedies, green living products, and natural
beauty aids. In addition to carrying products from approximately
700 national brands, The Vitamin Shoppe offers products from its
proprietary brands within its owned and wholesale channels,
including: The Vitamin Shoppe®, BodyTech®,
BodyTech Elite®, True Athlete®,
plnt® and ProBioCare®. The Company conducts
business through more than 750 company-operated retail stores under
The Vitamin Shoppe and Super Supplements banners, and via its
website, www.vitaminshoppe.com.
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 any proposed transaction with Liberty Tax or
the Bidder (the "proposed transaction"). These statements are
subject to various risks and uncertainties, many of which are
outside the Company's control, 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 Company's business
and the price of the Company's common stock; risks related to the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement or any
agreement that may be entered into with the Bidder; the failure to
obtain the requisite stockholder approval 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 Company to retain
and hire key personnel and maintain relationships with its
customers, suppliers, partners and others with whom it does
business, or on its 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; and costs, charges or expenses resulting
from the proposed transaction. 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 Company's products
within the prevailing retail environment; implementation of our
strategy; compliance with regulations, certifications and best
practices with respect to the development, manufacture, sale and
marketing of the Company'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 ("SEC")
filings by the Company (including the Company's reports on Forms
10-K and 10-Q filed with the SEC). The Company believes that all
forward-looking statements are based on reasonable assumptions when
made; however, the Company cautions 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 the Company undertakes no 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.
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SOURCE Vitamin Shoppe, Inc.