As Seen On TV, Inc. and eDiets.com, Inc. Sign Definitive Merger Agreement

CLEARWATER, Fla., Nov. 5, 2012 /PRNewswire/ -- As Seen On TV, Inc. (ASTV), a direct response marketing company and owner of AsSeenOnTV.com, announced today that it has signed a definitive merger agreement to acquire eDiets.com, Inc. (OTCBB: DIET) a provider of convenient at-home diet, fitness and healthy lifestyle solutions. The transaction is a stock for stock transaction valued at approximately $15 million based on the closing per share price of As Seen On TV's common stock on November 2, 2012. Under the terms of the merger agreement, As Seen On TV will issue 19,077,252 shares of its common stock in exchange for all of the issues and outstanding shares of eDiets.com common stock. Subject to customary closing conditions, the closing of the merger is expected to occur during the first quarter of 2013.

Upon closing of the merger, eDiets.com will become a wholly-owned subsidiary of As Seen On TV and will continue to be operated by its current management, including Kevin Richardson, Chairman, and Jennifer Hartnett, President and Chief Executive Officer. eDiets.com has generated $22 million in revenue over the past 12 months, while streamlining its operations. eDiets.com has primarily focused its marketing and customer acquisition efforts on print media, short-form TV spots and Internet.

Both As Seen On TV and eDiets.com, believe there are numerous synergies between the two companies that could provide significant growth potential for the combined company. The synergies include, but are not limited to direct marketing, creative marketing, advertising, direct response expertise and management. The two companies share a vision for accelerating the growth of eDiets.com fresh dietary food meal delivery business. The shared vision includes a plan to create, develop and utilize a long-form infomercial to more effectively acquire customers and spur growth of eDiets.com. Additional opportunities include integrating the eDiets.com, dietary meal delivery plan with future As Seen On TV infomercial fitness products and the ability to upsell complementary fitness and household good products through As Seen On TV distribution channels.

Steve Rogai, CEO of As Seen On TV stated, "The decision to merge these companies was a very strategic one. At its core, eDiets is a marketing company that uses direct response to sell their proprietary meal delivery program.  Because of this, the opportunity to grow both companies using ASTV's unique direct response and live shopping channel experience will exponentially grow eDiets and help bring the overall public company to the next level."

Kevin Richardson, Chairman of eDiets.com, stated, "I'm extremely excited about this merger. Both entities bring a lot of experience and success marketing products directly to consumers across a wide range of product categories. A lot of synergies exist between the two companies that I feel will create a powerful direct marketing partnership poised for significant growth in 2013 and beyond."

About As Seen On TV, Inc.

As Seen On TV, Inc. is a direct response marketing company and owner of AsSeenOnTV.com. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. As Seen On TV, Inc. was established by Kevin Harrington, a pioneer of direct response television. For more information go to www.AsSeenOnTV.com and www.TVGoodsInc.com.

About eDiets.com, Inc.

eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets.com, Inc. features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, www.eDiets.com. The company also provides a broad range of customized wellness and weight management solutions for Fortune 500 clients. eDiets.com's unique infrastructure offers businesses, as well as individuals, an end-to-end solution strategically tailored to meet its customers' specific goals of achieving a healthy lifestyle. For more information go to www.eDiets.com.

Forward-Looking Statements:

In accordance with the Private Securities Litigation Reform Act of 1995, we caution you that, whether or not expressly stated, certain statements made in this news release that reflect management's expectations regarding future events and economic performance are forward-looking in nature and, accordingly, are subject to risks, uncertainties and assumptions. This news release contains forward-looking statements about the Company including statements about the Company's expectations: (i) that we will consummate the merger; (ii) that, to the extent it does not conflict with our obligations under the merger agreement, we will be able to obtain the additional financial support required in order to remain in business, (iii) regarding the future prospects and growth potential of the combined companies; (iv) the potential benefits to be derived from eDiets.com products, customers and brand, as well as its experience; (v) our history of losses; and (vi) regarding market demand for our products. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. With respect to all these statements, these factors would also include those risk factors set forth in filings with the Securities and Exchange Commission, including our annual and quarterly reports, and the following: (i) our ability to consummate the merger with eDiets.com, Inc. pursuant to the terms of the merger agreement, including the ability and willingness of each party to fulfill their respective closing condition obligations; (ii) our ability to develop and market products; (iii)  our ability to raise additional financial support from one or more sources; (iv)  our ability to sufficiently increase our revenues and control expenses, (v) our ability to recruit and retain key executive officers and (vi) the state of the credit markets and capital markets, including the level of volatility, illiquidity and interest rates. These risks are not exhaustive and may not include factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We do not undertake any responsibility to update any of these forward-looking statements to conform our prior statements to actual results or revised expectations.

Additional Information about the Merger and Where to Find It

In connection with the merger, As Seen On TV will file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 concerning the merger transaction. The Registration Statement will include a combined prospectus for the offer and sale of As Seen On TV common stock shares to eDiets.com stockholders as well as a proxy statement of eDiets.com for the solicitation of proxies from its stockholders for use at the eDiets.com meeting at which the merger transaction will be voted upon. The combined prospectus and proxy statement and other documents filed by As Seen On TV and eDiets.com with the SEC will contain important information about As Seen On TV, eDiets.com and the merger transaction. The materials to be filed by As Seen On TV with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission's web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting As Seen On TV Investor Relations at 917-658-7878 or [email protected]. Investors and security holders of the Company are urged to read the combined registration statement and proxy statement, including any amendments or supplements and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact Information: 
Steven Hart 
As Seen On TV, Inc. 
Corporate Strategy & Development 
[email protected] 
917-658-7878 

SOURCE As Seen On TV, Inc.