Value-driven healthcare company NeueHealth announced that it has entered into a definitive merger agreement pursuant to which the company will be acquired by an affiliate of New Enterprise Associates (NEA) at an enterprise value of approximately $1.3 billion. And upon completion of the deal, NeueHealth will become a privately held company with the flexibility and resources to continue advancing its value-driven, consumer-centric care model.
Under the terms of the merger, holders of NeueHealth common stock (other than shares that will be rolled over and certain excluded shares) will receive $7.33 per share in cash, representing a premium of approximately 70% over the closing price of NeueHealth common stock on December 23, 2024. And certain stockholders of NeueHeath, including NEA and 12 existing NeueHealth investors (which collectively hold all of the outstanding shares of NeueHealth preferred stock), have entered into rollover agreements pursuant to which such stockholders will continue their investments by exchanging their shares of NeueHealth common stock and/or preferred stock for newly issued equity interests in the privately held company, and the Company’s existing secured loan facility with Hercules Capital, Inc. will remain in place.
NeueHealth’s executive leadership team will continue in their roles upon completion of the deal and intends to roll over 100% of their equity interests for newly issued equity interests in the privately held company.
Certain NeueHealth stockholders have agreed to vote all of their shares of NeueHealth stock to approve and adopt the merger agreement, subject to certain conditions. And the merger is subject to approval by NeueHealth’s stockholders and other customary closing conditions.
NEA plans to finance the transaction with fully committed equity financing, and the transaction is not subject to any financing condition. Upon completion of the deal, NeueHealth’s common stock will no longer be publicly traded or listed on any public market.
Lincoln International is acting as financial advisor, and Richards, Layton & Finger is acting as legal counsel, to the Special Committee. Simpson Thacher & Bartlett is acting as legal counsel to NeueHealth. Latham and Watkins is acting as legal counsel to NEA, with Sidley Austin acting as insurance regulatory counsel to NEA.
KEY QUOTES:
“We are pleased to announce this transaction as we believe it places NeueHealth in a strong position for continued growth while maximizing value for all of NeueHealth’s public stockholders. NEA has been a longstanding strategic partner, and we look forward to continuing to work together to build on NeueHealth’s success as a leader in value-based care.”
- Mike Mikan, President and CEO of NeueHealth
“We believe NeueHealth has built a differentiated model of care that is uniquely positioned to drive value for consumers, providers, and payors and we have confidence in the NeueHealth team and their ability to continue to lead the company. We have had a strong partnership with NeueHealth since 2016 and share the company’s commitment to making high-quality healthcare accessible and affordable for all Americans.”
- Mohamad Makhzoumi, Co-CEO of NEA
