WebMD Health Services Group, Inc. entered into an agreement and plan of merger to acquire Limeade, Inc. from a group of shareholders for $75.4 million.
June 07, 2023
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WebMD Health Services Group, Inc. executed a letter of intent to acquire Limeade, Inc. (ASX:LME) from a group of shareholders on April 19, 2023. WebMD Health Services Group, Inc. entered into an agreement and plan of merger to acquire Limeade, Inc. from a group of shareholders for $75.4 million on June 8, 2023. WebMD Health Services, part of WebMD Health Corp, to acquire 100% of the shares/CDIs in Limeade for cash of $0.284 per share/CDI. Limeade will become a wholly-owned subsidiary of WebMD. The merger agreement also sets out the circumstances under which a termination fee of $2.4375 million may be payable by Limeade to WebMD.
The Transaction remains subject to a number of conditions, including approval by the holders of a majority of Limeade?s outstanding shares (including shares underlying CDIs), absence of a material adverse effect with respect to Limeade, completion of all necessary regulatory approvals and certain other customary closing conditions. Agreement has been unanimously approved by the board of directors of WebMD and Limeade. Limeade special meeting of shareholders is scheduled to be held on August 8, 2023, to vote on the merger proposal by WebMD Health. Binding Voting and Support Agreements signed with major shareholders Henry Albrecht, TVC Capital Partners II LP and Oak HC/FT Partners LP and others representing approximately 42% of the issued capital of Limeade. The transaction was approved by the Limeade shareholders on August 8, 2023. The transaction is expected to close in Q3 2023. As of June 13, 2023, completion of the transaction is expected in the second quarter. As of June 23, 2023, the transaction is expected to complete in the third quarter of 2023.
Eric DeJong of Perkins Coie LLP acted as legal advisor to Limeade. Raymond James & Associates, Inc. acted as financial advisor and fairness opinion provider to Limeade. Chess Depositary Nominees Pty Ltd. acted as depositary to Limeade. American Stock Transfer & Trust Company acted as transfer agent to Limeade. Limeade will pay a fee of $2.25 million to Raymond James, of which $0.5 million was due and payable upon delivery of fairness opinion and $1.75 million is payable contingent upon the closing of the merger.
Australian Ethical Investment Limited is an Australia-based company, which acts as a company for a range of public offer ethically managed investment schemes and acts as the trustee of the Australian Ethical Retail Superannuation Fund. The Company does not invest in companies whose main business is fossil fuels, or in diversified companies that earn some fossil fuel revenue and aren't creating a positive impact with their other activities. It may invest in a diversified company, which is having a positive impact in other ways, such as producing renewable energy. The Company offers managed funds, super, pension, and exchange traded fund (ETF) products. The Companyâs progressive and ethical funds include high conviction fund, Australian shares fund, emerging companies fund, balanced fund, diversified shares fund, high growth fund, income fund, fixed interest fund and international shares fund. It offers six pension ethical investment options.
WebMD Health Services Group, Inc. entered into an agreement and plan of merger to acquire Limeade, Inc. from a group of shareholders for $75.4 million.