BALTIMORE, Nov. 21, 2019 /PRNewswire/ -- Medifast
(NYSE: MED) a leading manufacturer and distributor of
clinically proven programs and healthy living products, today
announced that its Board of Directors has unanimously adopted a
limited duration stockholder rights plan (the "Rights Plan") and
declared a dividend of one right for each outstanding share of
Medifast common stock. The Rights Plan expires on
October 21, 2020, and the Board of
Directors may terminate the Rights Plan at any time if it no longer
believes that the Rights Plan is in the best interests of the
Company and its stockholders.
Medifast remains committed to engaging in constructive dialogue
with its stockholders. The Rights Plan is intended to enable
all stockholders to realize the long-term value of their investment
in Medifast and to protect against any person or group from gaining
control of Medifast through the open market or private transactions
without paying an appropriate control premium or offering fair and
adequate value to all stockholders. The Board of Directors
believes that the Rights Plan will help promote the fair and equal
treatment of all stockholders of the Company, provide the Board and
stockholders with adequate time to make informed decisions and
ensure that the Board of Directors remains in the best position to
discharge its fiduciary duties to the Company and its stockholders.
The Rights Plan is not intended to deter offers that are fair
and otherwise in the best interests of the Company's
stockholders.
Pursuant to the Rights Plan, Medifast is issuing one preferred
stock purchase right for each current share of common stock
outstanding at the close of business on December 2, 2019. Initially, these rights
will not be exercisable and will trade with the shares of
Medifast's common stock.
Under the Rights Plan, the rights generally will become
exercisable only if a person or group acquires beneficial ownership
of 10 percent or more of Medifast's common stock in a transaction
not approved by Medifast's Board of Directors. In that
situation, each holder of a right (other than the acquiring person,
whose rights will become void and will not be exercisable) will
have the right to purchase, upon payment of the exercise price, a
number of Medifast common shares having a market value of twice
such price. In addition, if Medifast is acquired in a merger
or other business combination after an acquiring person acquires 10
percent or more of Medifast's common stock, each holder of the
right will thereafter have the right to purchase, upon payment of
the exercise price, a number of common shares of the acquiring
person having a market value of twice such price. The
acquiring person will not be entitled to exercise these
Rights. Stockholders who beneficially owned 10% or more of
Medifast's outstanding common stock prior to the first public
announcement by Medifast of the adoption of the Rights Plan will
not trigger any penalties under the Rights Plan so long as they do
not acquire beneficial ownership of any additional shares of common
stock at a time when they still beneficially own 10% or more of
such common stock.
Additional details about the Rights Plan will be contained in a
Form 8-K to be filed by Medifast with the U.S. Securities and
Exchange Commission.
About Medifast
Medifast (NYSE: MED) is a leading manufacturer and distributor
of clinically proven, healthy living products and programs. The
brand has been recommended by more than 20,000 doctors since its
founding. Its integrated coach model leverages nearly 40 years of
experience from medical, franchise, e-commerce, and direct selling
channels. Medifast and its community of independent OPTAVIA Coaches
embrace the future of wellness with a shared vision to offer the
world lifelong transformation, one healthy habit at a time®.
OPTAVIA® is represented by a community of OPTAVIA Coaches who teach
Clients healthy habits, while offering support and guidance on
their transformation journey. In 2018, Medifast announced it will
expand into the Asia-Pacific
markets of Hong Kong and
Singapore in 2019 with its
integrated coach model. Medifast is traded on the New York Stock
Exchange and was named to Forbes' 100 Most Trustworthy Companies in
America List in 2016 and 2017. For
more information, visit www.MedifastInc.com or www.OPTAVIA.com.
Forward Looking Statements
Please Note: This release contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally can be identified by use
of phrases or terminology such as "intend," "anticipate," "expects"
or other similar words or the negative of such terminology.
Similarly, descriptions of Medifast's objectives, strategies,
plans, goals or targets contained herein are also considered
forward-looking statements. Medifast believes this release should
be read in conjunction with all of its filings with the United
States Securities and Exchange Commission and cautions its readers
that these forward-looking statements are subject to certain
events, risks, uncertainties, and other factors. Some of these
factors include, among others, Medifast's inability to attract and
retain independent OPTAVIA Coaches and clients, Medifast's
inability to prevent the use of stolen identities and credit cards
outside of the Company's systems to transact business on the
Company's e-commerce sites, increases in competition, litigation,
regulatory changes, and its planned growth into new domestic and
international markets and new channels of distribution. Although
Medifast believes that the expectations, statements, and
assumptions reflected in these forward- looking statements are
reasonable, it cautions readers to always consider all of the risk
factors and any other cautionary statements carefully in evaluating
each forward-looking statement in this release, as well as those
set forth in its latest Annual Report on Form 10-K and Quarterly
Report on Form 10-Q, and other filings filed with the United States
Securities and Exchange Commission, including its current reports
on Form 8-K. All of the forward-looking statements contained herein
speak only as of the date of this release.
MED-F
View original content to download
multimedia:http://www.prnewswire.com/news-releases/medifast-adopts-limited-duration-stockholder-rights-plan-300963428.html
SOURCE Medifast, Inc.