Steve’s breakdown: This winter we reported “New Boss at eDiets: Does that Mean new Ad Agency?” Now with this news, there’s an even a bigger chance of an ad review.

FORT LAUDERDALE, FL: eDiets.com, Inc. (OTCBB: DIET), a provider of convenient at-home diet, fitness and healthy lifestyle solutions, today announced that it has signed a definitive merger agreement under which eDiets.com will become a wholly-owned subsidiary of As Seen On TV, Inc. (“ASTV’) (OTCQB: ASTV), a direct response marketing company and owner of AsSeenOnTV.com, in a stock-for-stock transaction valued at approximately $13 million based on the closing per share price of ASTV’s common stock on October 30, 2012.

Under the terms of the agreement, ASTV will issue 19,077,252 shares of its common stock in exchange for all of the issued and outstanding shares of eDiets common stock. Based on the number of shares that eDiets expects to have outstanding at the effective date of the merger, the Company expects that each eDiets.com stockholder will receive approximately 1.2667 shares of ASTV common stock for each share of eDiets.com common stock.

“The combination of eDiets and As Seen on TV will bring together what we believe to be the strongest team of direct response talent in the industry and a product line with significant growth potential,” said Kevin Richardson, Chairman of eDiets.com. “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. We trust our stockholders will share our enthusiasm for the prospects of this exciting combination.”

The boards of directors of both companies have approved the agreement and the eDiets.com Board of Directors has recommended that eDiets.com’s stockholders approve the merger. Upon receipt of stockholder approval and consummation of the anticipated merger, eDiets.com will become a wholly-owned subsidiary of As Seen On TV, Inc. and will continue to be operated by its current management team, including Kevin Richardson, Chairman of eDiets.com, and Jennifer Hartnett, President and Chief Executive Officer.

The closing of the merger is subject to customary closing conditions, including approval of the transaction by eDiet.com’s stockholders. Subject to satisfaction or waiver of these conditions, eDiets.com anticipates that the merger will close during the first quarter of 2013.

Under the terms of the merger agreement, the Company may solicit superior proposals from third parties for a period of 30 calendar days continuing through November 30, 2012. It is not anticipated that any developments will be disclosed with regard to this process unless the Company’s Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets 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. eDiets.com’s unique infrastructure offers individuals an end-to-end solution strategically tailored to meet its customers’ specific goals of achieving a healthy lifestyle. For more information, please call 310-954-1105 or visit www.eDiets.com.

Source: