July 8, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Vitacost.com, Inc. (NASDAQ:VITC) shares, was announced concerning whether the takeover of Vitacost.com, Inc. by The Kroger Co for $8.00 per share is unfair to NASDAQ:VITC stockholders.

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

On July 2, 2014, The Kroger Co. (NYSE:KR) and Vitacost.com, Inc. (Nasdaq:VITC), announced a merger agreement under which the Kroger Co will purchase all outstanding shares of Vitacost.com for $8.00 per share in cash, or approximately $280 million.

However, given that at least one analyst has set the high target price for NASDAQ:VITC shares at $10.00 per share and that NASDAQ:VITC shares traded in the open market as recently as October 2013 as high as $8.77 per share, the investigation concerns whether the offer is unfair to NASDAQ:VITC stockholders.

In addition, given that certain shareholders of approximately 26.2% of the outstanding shares of Vitacost.com common stock have already agreed to support the transaction and tender their shares in the tender offer, the investigation concerns whether the Vitacost.com 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.

Vitacost.com, Inc. reported that its annual Total Revenue rose from $220.68 million in 2010 to $382.74 million in 2013. Shares of Vitacost.com, Inc. (NASDAQ:VITC) reached $8.99 per share in July 2013.

On July 7, 2014, NASDAQ:VITC shares closed at $7.97 per share.