Filed by
Nutrisystem, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject Company: Nutrisystem, Inc.
Commission File No. 000-28551
On December 10, 2018, Dawn Zier, President and CEO of
Nutrisystem, Inc., shared an audio message from Donato Tramuto, CEO of Tivity Health, Inc., a transcript for which is as
follows:
Hello to all Nutrisystem employees. My name is Donato Tramuto
and I am the CEO of Tivity Health.
I am truly honored and humbled to share this message with all
of you today. As you have heard this morning, Nutrisystem will soon become a welcome addition to the Tivity Health family. On behalf
of our Board of Directors, our Executive Leadership Team and ALL of our Colleagues, I want to let you know how excited we are about
the prospect of working together.
While we certainly will have a lot of time to get to know one
another, I’d like to take this opportunity to share a few things with you.
First and foremost, I have been so excited to get to know Dawn
and her mission-driven passion for wellness and her commitment to your consumers. As I have learned more about your company, I
have come to believe that we could not be more aligned! And it’s this alignment that excites me most about the opportunity
before us.
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We are about to do what many others have talked about, and we’ve
both been through a number of years to get to where we are today – we are both stronger and well-positioned for transformational
growth. We know how to execute and deliver.
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Our similar core values and parallel commitment to a culture of accountability,
performance, empowerment and results will only serve to make us stronger together.
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And we are also aligned in our belief in the power of developing a
“double-bottom line” - giving back through intentional corporate responsibility strategies. This is an area that I
have been so impressed with about Nutrisystem. Both Dawn and I believe that you can be profitable, and you can do good. I look
forward to sharing more about our work and specifically around our partnership with Health eVillages – a non-profit that
I founded in 2011. And I am eager to learn more about your corporate responsibility work as well.
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I am a firm believer that nobody cares what we do, until they
know why we do it. So allow me a moment to call out our “why”. You can learn a lot about our current portfolio of programs,
our “what”, on our website. And I encourage you to do so. However, the best way to understand our programs is to understand
our why. And to understand our why, its best to hear stories. You will come to learn from me that I am truly under the belief that
everyone has a story. And your
story matters and I look forward over the next number of weeks
and months to hear your stories.
However, let me share with you a story that inspired me. As
CEO, I have developed a practice of going out and visiting a SilverSneakers class several times a month to make sure I stay connected
with our members. In fact, I probably have tallied nearly 10,000 touchpoints with seniors in my tenure as CEO.
Last year, I attended the birthday party of one of our members
– she was turning 103! I can assure you, she wasn’t bench pressing 150 pounds. She joined the physical fitness program
at 89. When she was 88 years old, her daughter, whom she had been taking care of for many years, passed away. And she fell into
a state of severe loneliness. Loneliness unfortunately is the new chronic condition of the 21
st
century. It impacts
especially the vulnerable population. And so this woman learned about SilverSneakers and she enrolled, and she reconnected to a
community. And 14 years later, at her 103
rd
birthday party which I was honored to attend, she was surrounded by almost
100 of her SilverSneakers friends. People that she had in fact developed relationships with in her tenure as a member.
This is one of thousands of stories about the difference SilverSneakers
makes in the lives of our members. The program impacts their health through both improved physical fitness AND through developing
stronger social connections. And the same could be said about our Prime product which is basically SilverSneakers programs (physical
fitness) for the 18 to 64.
We look forward to sharing more of our members stories with
you in the coming months and I especially look forward to hearing about the stories that I am sure all of you have. And all of
you in fact, have developed in your tenure with Nutrisystem. Together, we are making a difference in the lives of your customers
and our members. And together, will work hard to touch our collective consumers in ways that create new stories about their transformed
health and wellness and most of all, that allows them to live their best lives with vitality.
Let me say a little more about the culture. I believe that we
will not be successful with our new strategy unless we get the culture right.
I subscribe to the old adage that “culture eats strategy
for breakfast”. In fact, I think culture eats strategy for breakfast, lunch and dinner.
As I referenced earlier, I would not have considered this opportunity,
nor would I have recommended it to our Board, had I not recognized similar values across our two companies, as well as a shared
passion for improving people’s lives. I love what I’ve learned about the culture at Nutrisystem. Your commitment to
being “Focused”, “Accountable”, “Customer-centric”, “Team-oriented”, and “Solution-driven”
truly indicates a strong commitment to building and
sustaining an innovative, performance-driven work environment.
And when you look at our values at Tivity Health – “Empowerment with Results”, “Excellence”, being
“Provocative”, “Customer-Focused”, and “Workplace Dignity and Inclusion”, I cannot help but
see the cultural synergies that we can leverage.
By the way, you may be asking, what is Workplace Dignity and
Inclusion? This is a new initiative that I have launched in the last year. And I have put a tremendous amount of passion around
what I have taken on personally. It’s an initiative that provides a heightened level of focus on creating a work environment
of mutual respect. I look forward to sharing more details about this initiative in the coming months.
As we move forward, one of my top priorities will be the cultural
integration of our two companies. Doing that right is essential. Taking what is BEST from Nutrisystem and what is BEST from Tivity
Health and developing a unique culture that ensures the success of our strategy and supports each of you to pursue your professional
aspirations. This is the foundation that will allow for strategic success.
I look forward to meeting you in person soon and I am working
with Dawn to arrange a visit to your offices. But I also know this is your very active season and I am very respectful to that.
In the meantime, and I know Dawn has mentioned this to you, it is business as usual until the transaction does close. We are all
busy right now finishing 2018 strong and preparing for January and February. And it is important we all stay focused on providing
our respective customers with the quality service and programs they have come to know and love.
I truly appreciate your taking a few minutes to listen to this
message. I hope it has given you a small sense for who I am and what is important to me. We’ve also included a link to a
video that we recently posted on the SilverSneakers community Facebook page – it also sheds a little light into what makes
me tick.
Let me close with sharing with you one of my favorite quotes.
“There are three things that never come back: The past;
The spoken word; and a missed opportunity.” Let’s not miss this opportunity to transform, in a holistic approach, how
we, together, deliver better health and wellness to millions of people.
I do hope you take this time to reflect on the enormous achievement
that all of you have made. And I wish you and your families a wonderful holiday season and I am looking forward to what is in store
for all of us in 2019 and beyond.
Thank you!
NOTE ON FORWARD LOOKING STATEMENTS
This communication contains certain statements that are “forward-looking”
statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-
looking statements are based upon current expectations and include
all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without
limitation, statements that are accompanied by words such as “will,” “expect,” “outlook,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” or other similar words, phrases or expressions and variations or negatives of these words. These forward-looking
statements include, but are not limited to, statements regarding the proposed merger, integration and transition plans, synergies,
opportunities and anticipated future performance. Readers of this communication should understand that these statements are
not guarantees of performance or results. Many risks and uncertainties could affect actual results and cause them to vary materially
from the expectations contained in the forward-looking statements.
These risks and uncertainties include, among other things: the
timing and likelihood of, and any conditions or requirements imposed in connection with, obtaining required stockholder or regulatory
approval of the proposed transaction; the possibility that the closing conditions to the proposed transaction may not be satisfied
or waived; delay in closing the proposed transaction or the possibility of non-consummation of the proposed transaction; the risk
that expected benefits, synergies and growth opportunities of the proposed transaction may not be achieved in a timely manner or
at all, including that the proposed transaction may not be accretive within the expected timeframe or to the extent anticipated;
the occurrence of any event that could give rise to termination of the merger agreement; the risk that stockholder litigation in
connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant
costs of defense, indemnification and liability; the risk that Tivity Health, Inc. (“
Tivity Health
”) and Nutrisystem,
Inc. (“
Nutrisystem
”) will be unable to retain or hire key personnel; the ability to successfully integrate Nutrisystem’s
business with Tivity Health following the closing; the risk that the significant indebtedness incurred to fund the purchase price
may limit Tivity Health’s ability to adapt to changes in the economy or market conditions, expose the company to interest
rate risk for the variable rate indebtedness and require a substantial portion of cash flows from operations to be dedicated to
the payment of indebtedness; and the risk that disruption from the proposed transaction may adversely affect Tivity Health’s
and Nutrisystem’s business and their respective relationships with customers, vendors or employees. For additional information
about factors that could cause actual results to differ materially from those described in the forward-looking statements, please
refer to both Tivity Health’s and Nutrisystem’s filings with the Securities and Exchange Commission (“
SEC
”).
Except as required by law, neither Tivity Health nor Nutrisystem undertakes any obligation to update forward-looking statements
made by it to reflect new information, subsequent events or circumstances.
Important Additional Information and Where to Find It
In connection with the proposed transaction, Tivity Health expects
to file with the SEC a registration statement of Tivity Health on Form S-4 (the “
registration statement
”) that
will include a proxy statement of Nutrisystem and that will also constitute a prospectus of Tivity Health (the “
proxy
statement/prospectus
”). Nutrisystem expects to mail the proxy statement/prospectus to its stockholders in connection
with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
ENTIRE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT INFORMATION FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TIVITY HEALTH, NUTRISYSTEM AND THE PROPOSED TRANSACTION. The registration
statement and other documents filed by Tivity Health with the SEC may be obtained free of charge at Tivity Health’s website
at http://www.tivityhealth.com or at the SEC’s website at http://www.sec.gov. These documents may also be obtained free of
charge from Tivity Health by requesting them by mail at Tivity Health, Inc., 701 Cool Springs Boulevard, Franklin, Tennessee 37067,
Attention: Investor Relations, or by telephone at (615) 614-4576. The proxy statement/prospectus and other documents filed by Nutrisystem
with the SEC may be obtained free of charge at Nutrisystem’s website at http://www.nutrisystem.com or at the SEC’s
website at http://www.sec.gov. These documents may also be obtained free of charge from Nutrisystem by requesting them by mail
at Nutrisystem, Inc., 600 Office Center Drive, Fort Washington, PA 19034, Attention: Investor Relations, or by telephone at (215)
346-8136.
Participants in Solicitation
Tivity Health and Nutrisystem and their respective directors
and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information about Tivity Health’s directors and executive officers is available in
Tivity Health’s proxy statement for Tivity Health’s 2018 annual meeting of stockholders filed with the SEC on April
13, 2018 on Schedule 14A. Information about Nutrisystem’s directors and executive officers is available in Nutrisystem’s
proxy statement for Nutrisystem’s 2018 annual meeting of stockholders filed with the SEC on March 26, 2018 on Schedule 14A.
Other information regarding the 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/prospectus and other relevant materials to be filed
with the SEC regarding the transaction when they become available. Investors should read the proxy statement/prospectus carefully
when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from
Tivity Health or Nutrisystem as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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