Lifecore Biomedical to be Acquired by Webster Equity Partners for $6.28 per Share

Lifecore Biomedical, Inc. has entered into a definitive agreement to be acquired by an affiliate of Webster Equity Partners. The transaction, valued at up to $663.7 million assuming full performance milestones, was announced on September 28, 2026, and is scheduled to close in the fourth quarter of 2026.

Under the terms of the Agreement and Plan of Merger, Lifecore will merge with and into a wholly owned subsidiary of the acquiring entity, with Lifecore surviving as a subsidiary. The transaction is subject to the approval of Lifecore’s stockholders and the satisfaction of customary closing conditions, including the expiration of the Hart-Scott-Rodino waiting period.

Shareholders of Lifecore common stock will receive $6.28 per share in cash at closing, representing a premium of approximately 49.5% to the company’s closing price on September 25, 2026. Holders of Lifecore Series A Preferred Stock will receive a cash amount equal to the “Conversion Amount” defined in the company’s Certificate of Designations, plus one contingent value right (CVR) per share of common stock into which the preferred stock is convertible.

In addition to the cash consideration, stockholders will receive non-tradable CVRs tied to the company’s future performance. The CVR agreement outlines specific revenue and EBITDA milestones for the years 2028, 2029, and 2030. Potential milestone payments include $30 million for 2028, $45 million for 2029, and $85 million for 2030, with a total aggregate potential cash payment of $160 million. If all milestones are achieved, the total consideration per share could reach $9.67.

The merger agreement includes a 30-day “go-shop” period during which Lifecore may solicit alternative acquisition proposals. The company’s board of directors has unanimously approved the transaction and recommends that stockholders vote in favor of it.

Upon completion of the merger, Lifecore’s common stock will be delisted from the Nasdaq Stock Market. The company expects to maintain its headquarters in Chaska, Minnesota, and continue operating under the Lifecore name and brand.