Tivity Health (Nasdaq: TVTY) will go private in a deal with Stone Capital, in an effort to grow and expand the company, according to filings.
Pursuant to the April 5 deal, Tivity stockholders will receive $32.50 cash per share, with a total value of $2 billion. This represents a 20% premium to the 90-day volume-weighted average price ending on April 4. Moreover, fully committed financing has been obtained and the transaction is not subject to financing conditions.
“The Board unanimously agreed that the transaction with Stone Point is the best opportunity for maximizing the value of Tivity Health,” Anthony Sanfilippo, Chairman of the Board of Directors of Tivity Health, said in a press release. “I am proud of what this company has accomplished for all stakeholders, in navigating the pandemic, streamlining and focusing the business, and executing on its strategy. Because of our team’s incredible work and dedication, over the past twelve months, Tivity Health stock has delivered a return of approximately 40%, and since February 28, 2020, has delivered a 155% return.”
According to the filings, Tivity Health is a provider of “health life-changing solutions, including SilverSneakers, Prime Fitness and WholeHealth Living” by “providing access to in-person and virtual physical activity, social, and mental enrichment, as well as a full suite of physical medicine and integrative health services.” Meanwhile, investment firm Stone Point has more than $40 billion of assets under management.
“Stone Point recognizes the value of our brands, our well-known senior fitness and health improvement platform, and our world-class team,” Richard Ashworth, President and Chief Executive Officer of Tivity Health said in a press release. “In the past two years, we have strengthened the business and look forward to working with Stone Point as we continue to innovate and expand on the healthy, life-changing solutions we provide to members, clients and partners.”
Upon closing, Richard Ashworth will remain President and CEO of Tivity Health and its headquarters will remain in Franklin, Tennessee and is campus in Chandler, Arizona.
“We have followed Tivity Health’s success for many years and have admired the positive impact it has had on the health and well-being of seniors who participate in its programs,” Chuck Davis, CEO of Stone Point, said in a press release. “We believe that the company is well positioned to leverage its market leading SilverSneakers brand to capitalize on attractive secular tailwinds. We look forward to working with the company to broaden its service offerings to seniors to assist them in leading healthier lives.”
The transaction is expected to close by the end of Q3 2022, subject Tivity shareholder and regulatory approval as well as customary closing conditions.
Tivity Health’s legal counsel is Bass Berry & Sims PLC and its financial advisor is Lazard. Stone Point’s legal counsel is Kirkland & Ellis and its financial advisor is Truist Securities.
