November 1, 2012, 5:35 PM

As Seen on TV and eDiets.com complete merger

$13 million all-stock deal brings eDiets into the As Seen on TV family.

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As Seen On TV is buying eDiets.com.

EDiets.com Inc., a diet and meal delivery merchant, signed an agreement today to become a wholly owned subsidiary of As Seen On TV Inc., a direct response marketing company and owner of AsSeenOnTV.com. The all-stock transaction is valued at approximately $13 million based on the closing share price of As Seen On TV’s common stock on Oct. 30.

Under the terms of the agreement, As Seen On TV will issue about 19.1 million shares of its common stock in exchange for all of the issued and outstanding shares of eDiets.com common stock. Based on the number of shares that eDiets expects to have outstanding at the closing date, the company projects that each eDiets.com stockholder will receive approximately 1.3 shares of As Seen On TV common stock for each share of eDiets.com common stock. EDiets.com is No. 420 in the 2012 Internet Retailer Top 500.

The boards of directors of both companies have approved the agreement and the eDiets.com board has recommended that eDiets.com’s stockholders approve the merger, the company says. When the deal is complete eDiets.com will continue to be operated by its current management team, including Kevin Richardson, chairman of eDiets.com, and Jennifer Hartnett, president and CEO. The agreement is expected to close in the first quarter of 2013.

The potential merger was announced in August.

“We are excited to benefit from As Seen On TV’s extensive marketing infrastructure, including new potential marketing channels, customer database and celebrity contacts and believe that they have the depth and experience needed to realize the potential of our fresh-prepared diet meal delivery service,” Richardson says.

EDiets.com reported 2011 web sales of $22.1 million, down by 5.6% from $23.4 million the previous year.

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