Exhibit 99.1
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The Vitamin Shoppe® Provides Update on“Go-Shop” Process
SECAUCUS, N.J., September 9, 2019 /PRNewswire/ — Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company” or “The Vitamin Shoppe”) today announced that the“go-shop” period provided for under the terms of the previously announced merger agreement (the “Merger Agreement”) by and among the Company, Liberty Tax, Inc. (“Liberty Tax”) and Valor Acquisition, LLC (“Merger Sub”) expired at 12:01 a.m. New York City time on September 6, 2019. The Company also announced that it has received an acquisition proposal to acquire the Company (the “Acquisition Proposal”) from a third party (the “Bidder”) during thego-shop period.
During the“go-shop” period, the Company engaged in a broad solicitation of strategic and financial parties to determine whether they may have an interest in making a proposal to acquire the Company. No parties other than the Bidder submitted an acquisition proposal to acquire the Company during the“go-shop” period.
The Company has determined that the Bidder has qualified as an “Excluded Party” (as defined in the Merger Agreement) and that the Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement). The Company intends to engage in negotiations with the Bidder regarding the Acquisition Proposal, subject to the conditions set forth in the Merger Agreement.
At this time, the Company has not determined whether the Acquisition Proposal (which remains subject to several conditions, including the completion of due diligence and the negotiation of a definitive transaction agreement) constitutes a Superior Proposal under the Merger Agreement. Accordingly, there can be no assurance that the Acquisition Proposal will ultimately result in a Superior Proposal, and discussions and negotiations with the Bidder could terminate at any time.
Neither the Board of Directors of the Company nor the Special Committee of the Board of Directors of the Company has changed its recommendation in favor of the Company’s pending merger with Liberty Tax and expressly reaffirms its recommendation in favor of the pending merger with Liberty Tax.
Kirkland & Ellis LLP is acting as legal counsel to The Vitamin Shoppe and BofA Merrill Lynch is acting as its financial advisor.
About The Vitamin Shoppe
The Vitamin Shoppe® is an omni-channel specialty retailer and wellness lifestyle Company with the mission of providing customers with the most trusted products, guidance, and services to help them become their best selves, however they define it. Based in Secaucus, New Jersey, the Company offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids. In addition to carrying products from approximately 700 national brands, The Vitamin Shoppe offers products from its proprietary brands within its owned and wholesale channels, including: The Vitamin Shoppe®, BodyTech®, BodyTech Elite®, True Athlete®, plnt® and ProBioCare®. The Company conducts business through more than 750 company-operated retail stores under The Vitamin Shoppe and Super Supplements banners, and via its website, www.vitaminshoppe.com.