An investigation on behalf of investors, who currently hold shares of Nutrisystem, Inc. (NASDAQ: NTRI), was announced concerning whether the takeover of Nutrisystem, Inc. is unfair to NASDAQ: NTRI stockholders.

The investigation by a law firm concerns whether certain officers and directors of Nutrisystem, Inc. breached their fiduciary duties owed to NASDAQ: NTRI investors in connection with the proposed acquisition.

Fort Washington, PA based Nutrisystem, Inc., together with its subsidiaries, provides weight management products and services for women and men in the United States.

On December 10, 2018, Tivity Health, Inc. (Nasdaq: TVTY) and Nutrisystem, Inc. (Nasdaq: NTRI) announced that they have entered into an agreement under which Tivity Health will acquire all of the outstanding shares of Nutrisystem for a combination of cash and stock. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Nutrisystem shareholders will receive $38.75 per share in cash and 0.2141 Tivity Health shares for each share of Nutrisystem common stock, or a value of approximately $47.00 per NASDAQ: NTRI share.


However, given that at least one analyst has set the high target price for NASDAQ: NTRI shares at $48.00 per share, the investigation concerns whether the offer is unfair to NASDAQ: NTRI stockholders. More specifically, the investigation concerns whether the Nutrisystem Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Shares of Nutrisystem, Inc. (NASDAQ: NTRI) closed on December 17, 2018, at $43.89 per share.