FitLife Brands Inc. (OTCBB: FTLF) and iSatori Inc. (OTCQB: IFIT) , jointly announced that they have entered into a definitive agreement and plan of merger and reorganization whereby FitLife Brands will acquire all of the outstanding shares of iSatori Inc. in an all-stock transaction. Under the terms of the Agreement, which has been approved by the boards of directors of both companies, FitLife will issue to shareholders of iSatori 0.3 shares of FitLife common stock in exchange for each share of iSatori common stock issued and outstanding, or approximately 4,000,000 shares, such that upon closing of the transaction FitLife and iSatori shareholders will own 67.6 percent and 32.4 percent of the combined company, respectively.
“We are excited about the opportunity to merge with iSatori, in what we believe is a great strategic fit for both companies,” said John Wilson, CEO of FitLife Brands. “In iSatori, we have a company that fits all four of our stated M&A criteria: an established retail brand with a great reputation and solid revenue base; a strong management team with deep industry knowledge and experience; incremental distribution channels; and patent-pending intellectual property. The merger will create a leading combined company that will benefit greatly from increased economies of scale and scope.”
The transaction, which is subject to customary closing conditions and a vote by iSatori shareholders, is expected to close during the third or fourth quarter of 2015. Upon closing of the transaction, iSatori will become a wholly-owned subsidiary of FitLife. Stephen Adele, iSatori’s current chief executive officer, will join the senior management team of FitLife as its chief innovation officer and otherwise remain chief executive officer of iSatori. John Wilson will remain chief executive officer of FitLife.
Stephen Adele, chief executive officer of iSatori Inc., said, “On behalf of myself and the iSatori team, we are looking forward to joining forces with FitLife. We share a common set of values and commitment to providing authentic and differentiated nutritional supplements. With greater access to distribution, growth capital, and professional brand management, the combined companies will be much better positioned to grow and capture market share than as two independent organizations. At the same time, the merger provides significant incremental benefit to our customers, employees, and shareholders.”