Lifecore Buyout Deal
Lifecore Biomedical agrees to a take-private buyout valued at up to $663.7 million.
Anonymous
Lifecore Biomedical has agreed to be acquired by affiliates of Webster Equity Partners in a take-private deal valued at up to $663.7 million, including potential milestone payments. Common shareholders will receive $6.28 in cash per share at closing—about a 49.5% premium to the pre-announcement price—plus a non-tradable contingent value right; if performance targets are met, total consideration could reach $9.67 per common share. The CVR payments are tied to revenue and EBITDA milestones from 2028 through 2030, with up to $160 million available in aggregate. Lifecore’s board unanimously approved the agreement, which includes a 30-day period to seek competing offers and has committed financing. The transaction requires shareholder and regulatory approvals, is expected to close in the fourth quarter of 2026, and would delist Lifecore from Nasdaq.
Key Points
1
Lifecore Series A preferred stockholders will receive their contractually defined cash conversion amount—estimated at $6.53 per common equivalent as of June 30, 2026—plus equivalent CVRs.
2
The potential $160 million in CVR payments is allocated across milestone pools of $30 million in 2028, $45 million in 2029 and $85 million in 2030. Partial payouts may be possible, and specified litigation may affect the payments.
3
The committed transaction financing includes facilities from MidCap Financial Trust, MSD Partners and Alcon Research, alongside an equity commitment from funds advised by Webster Equity Partners; the deal has no financing condition.
4
After the acquisition, Lifecore expects to keep its headquarters in Chaska, Minnesota, and continue operating under the Lifecore name and brand.
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