Nutrisystem, Inc. Acquires South Beach Diet Brand from SBD Holdings Group Corp.

Acquisition Broadens Industry Footprint and Expands Addressable
Market Opportunity

a leading provider of weight management products and services, announced
today that it has acquired the South Beach Diet brand from SBD Holdings
Group Corp., for $15 million. Nutrisystem has also entered into an
agreement with the South Beach Diet founder, Dr. Arthur Agatston, who
will be joining the Nutrisystem Science
Advisory Board

Over the next year, in addition to continuing to grow its core brand,
Nutrisystem will begin developing South Beach Diet meal programs,
products, and services as a distinct brand with the intent to launch in
both the direct-to-consumer and retail channels in 2017.

“The South Beach Diet is a well-known and well-respected brand with a
proven track record of helping people lose weight through its
exceptionally successful books. We look forward to extending the reach
of the brand and its principles through the creation of a meal delivery
program that’s simple, easy to follow and based on a
scientifically-proven plan,” said Dawn Zier, President and CEO of
Nutrisystem. “This acquisition will provide consumers with additional
quality choices and enable us to capture an even more significant share
of the commercial weight
market as we further leverage our expertise in product
development, marketing, ecommerce, supply chain logistics, and retail.”

The South Beach Diet was created by Dr. Agatston, a renowned
cardiologist from southern Florida, with the goal of developing a safe
diet for his overweight patients to improve their health. Dr. Agatston’s
book, “The South Beach Diet,” became a runaway bestseller and many of
the brand’s books have appeared on the New York Times bestseller list.
More than 23 million copies of the brand’s books are in print. The South
Beach Diet plan focuses on a balanced, heart healthy approach to weight
and maintenance.

“I couldn’t imagine a better place for the South Beach Diet to land and
be further developed,” said South Beach Diet founder, Dr. Agatston. “The
management team at Nutrisystem has a proven track record of
reinvigorating and leveraging strong brands across channels. I look
forward to contributing my expertise as the brand reaches new heights,
realizes even greater potential and converts on the ability to
positively affect the health and wellness of millions of Americans.”

Acquisition overview

SBD Holdings Group Corp. will continue to operate the South Beach Diet
brand through July 1, 2016. During this time and the remainder of 2016,
Nutrisystem will make investments in product development, marketing and
e-commerce for a planned re-launch of the South Beach Diet in 2017.

Under the agreement, Nutrisystem will acquire all registered copyrights,
trademarks, and domain names from SBD Holdings Group Corp. As a result
of the above investments, the Company expects this transaction to be
slightly dilutive to earnings in 2016 and accretive to earnings in 2017
as it develops new South Beach Diet programs and services with the
intent to launch in both the direct-to-consumer and retail channels in
2017. Capital expenditures related to the brand are anticipated to be
approximately $2 million in 2016. Financial projections will be refined
and communicated on the Company’s Q4 conference call.

BTIG, LLC served as the Financial Advisor and Pepper Hamilton LLP served
as the Legal Advisor to Nutrisystem in this transaction.

About Nutrisystem, Inc.

Nutrisystem, Inc. (NASDAQ: NTRI)
is a leader in the weight loss industry, having helped millions of
people lose weight over the course of more than 40 years. The Company’s
weight loss solutions include Nutrisystem® MyWay®, a structured food
delivery program including a digital platform NuMi®
by Nutrisystem, multi-day kits and individual products available at
select retail outlets. The Company recently launched its all-new Turbo10,
a clinically tested program that delivers up to a 10-pound weight loss
and an overall reduction of five inches from the waist, hips, thighs,
chest, and arms in just the first month. The Company’s current product
line offers customers the most meal choices, including more than 100
foods containing no artificial preservatives or artificial flavors.
Nutrisystem® plans are consistent with national guidelines for dietary
intake meeting targets for fat, sodium, sugar, cholesterol, fiber and
physical activity and include comprehensive counseling options from
trained weight loss coaches, registered dietitians and certified
diabetes educators. Plans can be customized to specific dietary needs
and preferences including the Nutrisystem®
program for people with Type 2 diabetes or pre-diabetes. For more
information, go to


ICR, Inc.
John Mills, 646-277-1254
Robin McConnell Shallow, 914-841-5572
VP Communications