Panera Brands, Inc. cancelled the acquisition USHG Acquisition Corp. in a reverse merger transaction.
The transaction is subject to certain closing conditions, including, but not limited to, regulatory approval, the approval of HUGS stockholders, the Registration Statement becoming effective, after giving effect to the transactions, HUGS having at least $5,000,001 of net tangible assets, the effective resignations of certain directors and executive officers of HUGS, the approval by the Listing Exchange of Panera's listing application in connection with the Merger and the completion of the Panera IPO. The transaction has been approved by HUGS and Panera's Board of Directors.
J.P. Morgan is acting as financial advisor to Panera Brands on the transaction and Paul T. Schnell and Sean C. Doyle of Skadden, Arps, State, Meagher & Flom LLP is acting as legal advisor. McDermott, Will & Emory LLP acted as the legal advisor to Panera Brands. Piper Sandler & Co. is acting as financial advisor to HUGS on the transaction and Ryan Maierson, Greg Rodgers, Howard Sobel, David Raab, Adam Kestenbaum, Joseph Simei, Joel Mack, Joshua Marnitz, Michelle Gross and Robert Frances of Latham & Watkins LLP is acting as legal advisor.
Panera Brands, Inc. cancelled the acquisition USHG Acquisition Corp. (NYSE:HUGS) in a reverse merger transaction on July 1, 2022. The transaction was terminated as a result of the Merger not having been completed on or prior to June 30, 2022. Due to deteriorating capital market conditions, the parties decided not to extend the agreement through which HUGS would have participated alongside the Panera Brands' initial public offering.