eMed, LLC entered into a definitive merger agreement to acquire Science 37 Holdings, Inc. (NasdaqCM:SNCE) on January 28, 2024. The transaction is valued at an equity value of approximately $38 million and will be structured as an all-cash tender offer to acquire all outstanding shares of Science 37. Under the terms of the agreement, eMed will commence a tender offer to acquire all outstanding shares of Science 37 common stock for $5.75 in cash per share. In connection with the transaction, Stockholders collectively holding approximately 44% of the outstanding shares of common stock have entered into Tender and Support Agreements pursuant to which such stockholders have agreed, among other things, to tender all of their shares of the company in response to the tender offer. The Offer will initially remain open for a minimum of 20 business days from the date of commencement of the Offer. In case of termination of the agreement, Science 37 Holdings will be required to pay eMed a termination fee of $1,400,000. The transaction is subject to the tender of a majority of Science 37?s outstanding shares of common stock, and other customary closing conditions. Upon completion of the transaction, Science 37 will become a privately held company and shares of Science 37 common stock will no longer be listed on any public market. The parties anticipate that the transaction will be completed in the first quarter of 2024. The transaction has been unanimously approved by Science 37 Board of Directors.

William Blair & Company, L.L.C. is serving as exclusive financial advisor and provided fairness opinion to Science 37, and Jurgita Ashley and David A. Neuhardt of Thompson Hine LLP is serving as legal advisors. Joseph E. Gilligan and Brian C. O?Fahey of Hogan Lovells US LLP is serving as legal advisors to eMed.