Lifecore Biomedical has entered into a definitive agreement to be acquired by Webster Equity Partners in a transaction valued at up to $663.7 million, contingent on the full achievement of specified performance milestones.
Under the agreement, Webster will acquire all outstanding Lifecore common shares for $6.28 per share in cash at closing, plus one non-tradable contingent value right, or CVR, for each share. The $6.28 cash payment represents a premium of approximately 49.5% over Lifecore’s closing share price on September 25, 2026.
If Lifecore achieves all performance milestones attached to the CVRs, shareholders could receive aggregate consideration of up to $9.67 per common share or common-share equivalent, representing an approximately 130.2% premium over Lifecore’s September 25 closing price.
The CVRs provide for up to $160 million in additional aggregate cash payments tied to revenue and EBITDA milestones. The structure includes $30 million tied to a 2028 milestone, $45 million tied to a 2029 milestone, and $85 million tied to a 2030 milestone.
Lifecore’s Series A preferred shareholders will receive the applicable Conversion Amount in cash at closing, plus CVRs based on the number of common shares into which their preferred shares are convertible. As of June 30, the Conversion Amount was approximately $50.2 million, equivalent to approximately $6.53 per underlying common share, before additional accrued dividends.
The transaction is expected to close at the end of the fourth quarter of 2026, subject to Lifecore shareholder approval, regulatory approvals, and customary closing conditions. Lifecore’s Transaction Committee and Board of Directors unanimously approved the merger agreement.
Webster has secured committed financing for the acquisition. MidCap Financial Trust, MSD Partners, and Alcon Research provided debt financing commitments, while funds advised by Webster provided an equity commitment.
The agreement also includes a 30-day go-shop period, allowing Lifecore and its advisors to solicit and negotiate alternative acquisition proposals.
Following completion, Lifecore’s common shares will be delisted from Nasdaq. The company expects to maintain its headquarters in Chaska, Minnesota, and continue operating under the Lifecore name.
Lifecore is a contract development and manufacturing organization specializing in the development, filling, and finishing of sterile injectable pharmaceutical products, including those delivered via syringes, vials, and cartridges. The company also manufactures injectable-grade hyaluronic acid.
Support: Bourne Capital Partners is serving as Lifecore’s exclusive M&A advisor, while Craig-Hallum Capital Group also advised Lifecore’s Transaction Committee and board. Morgan Stanley is serving as Webster’s exclusive financial advisor.
KEY QUOTES:
“We are thrilled to announce this exciting transaction which we believe will support Lifecore’s next phase of growth. Lifecore is approaching an exciting inflection point, with the potential for numerous programs to commercialize by the end of 2028. Following consideration of a range of alternatives, we believe that Webster Equity Partners shares our vision for maximizing Lifecore’s business and will provide us with additional resources and expertise to accelerate our growth.”
Paul Josephs, President and Chief Executive Officer of Lifecore Biomedical
“Our team is very excited to partner with Lifecore. Webster’s mission is to invest in and develop purpose-driven organizations that are dedicated to providing best-of-class service to customers. It is clear that Lifecore not only shares these goals but represents an exciting opportunity for growth in the mid-term and beyond.”
Matthew Beer, Partner at Webster Equity Partners
