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Nutrisystem stockholer alleges registration statement for merger fails to disclose financial information

By Noddy A. Fernandez | Feb 1, 2019

WILMINGTON, Del. (Legal Newsline) – A stockholder is seeking to enjoin a proposed transaction regarding a merger between two companies.

Lora Haines filed a complaint on Jan. 24 in the U.S. District Court for the District of Delaware against Nutrisystem Inc., et al. over alleged violation of the Securities Exchange Act of 1934.

According to the complaint, on Dec. 9, 2018, Nutrisystem entered into the merger agreement with Tivity Health Inc. and Tivity's wholly owned subsidiary, Sweet Acquisition. The suit states per the agreement, Nutrisystem common stock would be converted into the right to receive $38.75 in cash and 0.2141 of a share of Tivity Health common stock. 

The suit states a registration statement was submitted Jan. 7 "designed to convince Nutrisystem stockholders to approve the proposed transaction." The plaintiff alleges this statement is materially deficient and misleading because it fails to disclose the financial projections for both Nutrisystem and Tivity Health.

The plaintiff seeks to enjoin the proposed transaction until the information has been disclosed.

The plaintiff requests a trial by jury and seeks preliminary and permanent injunction, award of costs, and such other and further relief as the court may deem just and proper. She is represented by Michael Van Gorder of Faruqi & Faruqi LLP in Wilmington, Delaware.

U.S. District Court for the District of Delaware case number 1:19-cv-00137-UNA

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