The Vitamin Shoppe to be Acquired by Liberty Tax - Seite 3

Forward Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, those that contain, or are identified by, words such as “outlook”, “guidance”, “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “predicts”, “intends”, “plans”, “estimates”, “anticipates”, “could” or the negative version of these words or other comparable words. Forward-looking statements may include, but are not limited to, statements relating to the proposed transaction between The Vitamin Shoppe and Liberty Tax. These statements are subject to various risks and uncertainties, many of which are outside of the control of The Vitamin Shoppe and Liberty Tax, including, among others, the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the business and the stock price of The Vitamin Shoppe and/or Liberty Tax; risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain the requisite approval of The Vitamin Shoppe stockholders of the proposed transaction or required regulatory approvals or the failure to satisfy any of the other conditions to the completion of the proposed transaction; the effect of the announcement or pendency of the proposed transaction on the ability of The Vitamin Shoppe or Liberty Tax to retain and hire key personnel and maintain relationships with its customers, suppliers, partners and others with whom they do business, or on their respective operating results and business generally; risks associated with the diversion of management’s attention from ongoing business operations due to the proposed transaction; legal proceedings related to the proposed transaction; uncertainties as to Liberty Tax’s ability to obtain financing in order to consummate the proposed transaction; costs, charges or expenses resulting from the proposed transaction; and the ability of Liberty Tax to implement and execute on its franchise-centric business model. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement. Additional factors that could cause actual results to differ materially from forward-looking statements include the strength of the economy; changes in the overall level of consumer spending; the performance of the products and services of The Vitamin Shoppe and Liberty Tax within the prevailing retail or other business environment; implementation of the strategy of The Vitamin Shoppe and Liberty Tax; compliance with regulations, certifications and best practices with respect to the development, manufacture, sale and marketing of The Vitamin Shoppe’s products; management changes; maintaining appropriate levels of inventory; changes in tax policy; ecommerce relationships; disruptions of manufacturing, warehouse or distribution facilities or information systems; regulatory environment and other specific factors discussed herein and in other United States Securities and Exchange Commission (the "SEC") filings by The Vitamin Shoppe and Liberty Tax (including their respective reports on Forms 10-K and 10-Q filed with the SEC). The Vitamin Shoppe and Liberty Tax believe that all forward-looking statements are based on reasonable assumptions when made; however, The Vitamin Shoppe and Liberty Tax caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes with certainty and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made and neither The Vitamin Shoppe nor Liberty Tax undertakes any obligation to update these statements in light of subsequent events or developments.