1Life Healthcare, Inc. (NasdaqGS:ONEM) entered into a definitive agreement to acquire Iora Health, Inc. from Temasek Holdings (Private) Limited and others for approximately $240 million on June 6, 2021. Under the terms of the agreement, Iora Health shareholders will receive 0.689 shares of 1Life Healthcare common stock for each share held. Upon completion of the transaction, Iora Health shareholders are expected to own approximately 26.75% of the combined company. In 2020, Iora Health delivered more than $210 million in revenue. In case of termination of the transaction, 1Life will have to pay Iora a termination fee of $50 million or Iora may be required under certain circumstances to pay 1Life a termination fee of $50 million.

A designee of Iora Health will join the One Medical Board and Rushika Fernandopulle will become One Medical's Chief Innovation Officer. Mary Ann Tocio joined the one medical board and Rushika Fernandopulle became one medical's chief innovation officer. The deal is subject to customary closing conditions, including approval by One Medical and Iora Health stockholders and receipt of regulatory approval. The transaction is also subject to expiration or early termination of waiting period (and any extension thereof) applicable to the Merger under the HSR Act, Form S-4 Registration Statement shall have been declared effective and shares of 1Life Common Stock issuable in the Merger shall have been approved for the listing by the Nasdaq. The board of directors of Iora Health and 1Life have unanimously approved the transaction. The special meeting of the 1Life stockholders will be held virtually on August 27, 2021 to approve the transaction. The transaction is expected to close in late Q3 or Q4 of 2021. Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider and Steve Tonsfeldt, David Silverman, Matthew Silverman and Matthew Hemington of Cooley LLP acted as legal advisors to 1Life Healthcare, Inc. 1Life has agreed to pay Morgan Stanley a fee for its services of (1) $2 million, which became payable upon delivery of Morgan Stanley's opinion, (2) $19 million, less the opinion fee, which is contingent upon the consummation of the merger, and (3) up to an additional $2 million, which is payable at 1Life's sole discretion upon consummation of the merger. David Kostel and Thomas Drake of Credit Suisse (USA), Inc. acted as financial advisor and Howard L. Ellin, Maya P. Florence, Page W. Griffin, Dohyun Kim, Steven J. Matays, Regina Olshan, Mike Ringler and Thomas F. Wood of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Iora Health, Inc. 1Life retained MacKenzie Partners, Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of $20,000. The transfer agent and registrar for 1Life common stock is American Stock Transfer & Trust Company, LLC. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Temasek.

1Life Healthcare, Inc. (NasdaqGS:ONEM) completed the acquisition of Iora Health, Inc. from Temasek Holdings (Private) Limited and others on September 1, 2021.