Tivity investors may receive additional information about the case by clicking the link "Submit Your Information" above.
According to the complaint, Tivity provides fitness and health improvement programs in the United States. Tivity was formerly known as Healthways, Inc. and changed its name to Tivity Health, Inc. in January 2017. In December 2018, Tivity announced that it would acquire Nutrisystem, Inc. (“Nutrisystem”), a provider of weight management products and services (the “Nutrisystem Acquisition”).
The Class Period commences on March 8, 2019, when Tivity issued a press release entitled “Tivity Health Completes Acquisition of Nutrisystem.” In the press release, Tivity announced the completion of the Nutrisystem Acquisition for approximately $1.3 billion in cash and stock. Tivity also assured investors that “[w]ith this acquisition, Tivity Health will be unique in offering, at scale, an integrated portfolio of fitness, nutrition and social engagement solutions to support overall health and wellness.” The release further described the benefits of the Nutrisystem Acquisition including “double digit accretion to Tivity Health’s adjusted EPS in 2020 and beyond, . . . [s]ignificant potential for value creation with expected annual cost synergies of ~$30-35 million . . . [and] [n]ew business model with projected substantial cash flow to de-lever the balance sheet.”
On May 8, 2019, Tivity issued a press release announcing its financial results for the quarter ended March 31, 2019 and therein represented that the integration of Nutrisystem into Tivity’s operations was “on track.”
Then, on February 19, 2020, post-market, Tivity issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2019. Tivity disclosed, among other things, that its “Nutrition segment had a disappointing end to 2019,” which included “a non-cash impairment charge of $(377.1) million,” contributing to a net loss for Tivity of $272.8 million in the fourth quarter. Concurrently, Tivity announced the resignation of its CEO, Donato Tramuto. Discussing Tivity’s financial results on an earnings call later that day, Tivity’s interim CEO, Robert Greczyn, stated “[a]dmittedly, the nutrition business has not worked out as well as planned since the completion of the [Nutrisystem Acquisition] in March 2019.”
Following this news, Tivity’s stock price fell $10.43 per share, or 45.49%, to close at $12.50 per share on February 20, 2020.
The complaint alleges that, throughout the Class Period, the defendants made false and/or misleading statements and/or failed to disclose that: (i) following the Nutrisystem Acquisition, Tivity’s Nutrition segment faced significant operational challenges; (ii) the foregoing would foreseeably have a significant impact on Tivity’s revenues; and (iii) as a result, Tivity’s public statements were materially false and misleading at all relevant times.
If you are a member of the class described above, you may no later than April 27, 2020 move the Court to serve as lead plaintiff of the class, if you so choose.
A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Returning the attached form or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case. Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.
Kessler Topaz Meltzer & Check, LLP has not filed a complaint in this matter. If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Kessler Topaz Meltzer & Check, LLP toll free at 1-844-887-9500 or 1-610-667-7706, or via e-mail at email@example.com. If you would like additional information about the suit, please click on the link "Submit Your Information" above and fill out the form as promptly as possible.
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