Davis Polk is advising Nutrisystem, Inc. on its $1.4 billion acquisition by Tivity Health, Inc. The transaction, which is expected to close in the first quarter of 2019, is subject to shareholder approval, the receipt of regulatory approval and other customary closing conditions.

Nutrisystem is a provider of health and wellness and weight management products and services including Nutrisystem and South Beach Diet brands and has helped millions of people lose weight over the course of more than 45 years. Tivity Health provides fitness and health improvement programs in the United States. Tivity Health offers the SilverSneakers senior fitness program to members of the Medicare advantage, Medicare supplement and group retiree plans, and Prime fitness, a fitness facility access program through commercial health plans and employers.

The Davis Polk corporate team includes partners H. Oliver Smith and Brian Wolfe and associates Evan Rosen and Dane G. Ferre. The tax team includes partner William A. Curran. The intellectual property and technology team includes partner Pritesh P. Shah. Partner Edmond T. FitzGerald and counsel Stephen I. Brecher are providing executive compensation advice. The finance team includes partner J.W. Perry. The antitrust and competition team includes partner Jesse Solomon. Members of the Davis Polk team are based in the New York and Washington DC offices.