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Slide 1
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Good morning, everyone, and thank you for joining me today. As you know, we’re here to talk about the exciting announcement we made this morning about Lifecore’s new path forward.
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Slide 2
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Before we get started, I want to caution you about some of the statements that I will be making today, which are “forward looking statements” that are subject to risks.
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Slide 3
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This slide describes the additional information that is available or will be available in the future and how you can find it. This presentation will be filed with the SEC and will be posted internally so you can refer back to this slide
if needed.
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Slide 4
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Today, we announced that Lifecore has entered into a definitive merger agreement to be acquired by an affiliate of Webster Equity Partners, who are experienced healthcare investors. At closing,
Lifecore will be acquired and become privately held, and our common stock will no longer be listed on any stock exchange.
At closing, common stockholders will receive $6.28 per share in cash. Each common stockholder will also receive a contingent value right, or CVR, per share. The CVRs are an opportunity for holders to receive future cash payments of up
to $160 million in the aggregate based on Lifecore’s achievement of performance milestones in 2028, 2029 and 2030. The transaction also includes a “go shop” period which I will explain further in a few moments. At closing, all of Lifecore’s
stock will be acquired in the merger and Lifecore will be a portfolio company of Webster Equity Partners.
Pending stockholder and regulatory approvals and other closing conditions, we expect the transaction to close at the end of the fourth quarter of 2026. As a public company, we are subject to restrictions on what we can share and when.
We’ve tried to anticipate your questions and provide answers within this presentation. After I conclude, we will also have a live Q&A session to address any remaining questions.
As highly engaged colleagues, I imagine one of your greatest concerns is our future here at Lifecore. Post-close, we expect that Lifecore Biomedical will continue to operate under our Lifecore name and brand. We also expect that we will
maintain our headquarters here in Chaska. Also, please keep in mind that, until closing, Lifecore remains an independent public company.
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Slide 5
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One question that you may have is why sell Lifecore, why now. I would like to take a moment to give some insight into our Lifecore Board’s process.
Our team has been working hard over the last several years to grow as a high performing, fully integrated CDMO. As you have heard me say before, I believe that Lifecore is approaching an exciting inflection point in our business. The opportunity to accelerate that next phase of growth and unlock our full potential is what has made Lifecore attractive as an
acquisition candidate. Consistent with its fiduciary duties, our Lifecore Board engaged in a thoughtful process and weighed the potential benefits and risks of our standalone plan and other alternatives against the proposal put forward by
Webster Equity Partners.
After consideration and with advice from financial and legal advisors, our Lifecore Board concluded that this transaction was in the best interests of our stockholders and unanimously approved
it.
As I mentioned, the transaction includes a “go-shop” period—a time in which we will be able to actively solicit and evaluate superior
offers, if any are received, for a 30-day period after signing. This also is a key aspect of the Board’s fiduciary duty to ensure that we maximize stockholder value.
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Slide 6
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I want to highlight other aspects of the merger agreement that are relevant to our employee community.
First, we do not expect to make any organizational changes between now and closing, except that we do intend to hire to backfill some open and new positions consistent with our plan. Our 2026 Annual Bonus Plan, and our performance goals
and bonus opportunities, remain unchanged. This aligns with our “business as usual” approach between now and closing.
The transaction will not result in any changes to base salary, bonus opportunity, and other employee benefits.
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Slide 7
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Before moving on to share some details about Webster, I’d like to acknowledge that this transaction is a testament to the strength of our company and our team. Webster is investing in us because they
believe in our potential to grow and support more customers and more commercial programs.
Webster Equity Partners has a strong focus and successful track record working in healthcare, including experience with pharma and CDMO organizations. They bring a collaborative approach to partnering with great
companies like ours, and they share our excitement in maximizing the potential of our business.
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Slide 8
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Most importantly, today’s announcement does not change our priorities. Our number one business priority remains meeting our customer commitments, with no change in daily activities. We need to deliver a strong
finish to the year. As I mentioned, our 2026 Annual Bonus Plan remains the same, and we will continue to be measured against the Plan’s goals. What we achieve during the remainder of 2026 will have a
meaningful impact on our future success in 2027 and beyond.
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Slide 9
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I’m sure many of you are wondering what’s next as this transaction moves forward. Since this proposed acquisition was publicly announced via press release today, the “go-shop” period begins immediately. We expect this transaction to
close at the end of the fourth quarter 2026. This transaction is subject to closing conditions, including approval by Lifecore’s stockholders and receipt of required regulatory approval. We will work through these processes as we continue
to operate with a business-as-usual mindset. Let’s continue to do our best work executing against our 2026 goals and objectives.
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Slide 10
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Finally, I’m excited to share some additional, impactful news about our future. We have signed a three year extension to our Manufacturing Agreement with Alcon, running through 2034. This important achievement is a result of our focus
on growth by maximizing our existing commercial business. We look forward to sharing more details about this extension soon.
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Slide 11
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To conclude, this is an exciting day for Lifecore and I am energized by our future. I’m incredibly grateful for your contributions that have gotten us to this point, and I know that you will all continue to drive our success going
forward.
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