Lifecore Biomedical to be acquired by Webster Equity affiliates for $6.28/share cash plus CVR

LIFECORE BIOMEDICAL, INC. DE

Merger Agreement dated Sept. 27, 2026: Merger Sub merges into Lifecore; holders receive $6.28 per share in cash plus one CVR; no financing condition.
Financing: $400M Webster equity, $115M term loans, $30M revolver, $35M Alcon term loan; closing conditioned on Alcon supply/manufacturing agreements, including Amendment No. 3 dated Sept. 24, 2026.
CVR payments: $30M if 2028 revenue is at least $120M from non-Alcon customers and $54M from Alcon or $174M total; $45M for 2029; $85M for 2030 EBITDA of at least $120M.
Termination fees are $7,468,287 go-shop, $9,957,716 company, and $16,181,288 reverse; outside date June 27, 2027, extendable to Sept. 27, 2027 if HSR is pending.
Wynnefield and Legion stockholders, tied to directors Nelson Obus and Christopher S. Kiper, signed voting support agreements covering their Lifecore shares.

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