Lifecore Biomedical agrees to $6.28 a share cash sale to Webster Equity Partners

Lifecore Biomedical, Inc. (Nasdaq: LFCR) said on September 28, 2026 that it has agreed to be acquired by an entity affiliated with Webster Equity Partners. The merger agreement was signed on September 27, 2026. The company puts the deal at up to $663.7 million, but only if every performance milestone is met.

The terms

Common stockholders will receive $6.28 per share in cash at closing, plus one non-tradable contingent value right (CVR) per share. The company says the cash price is a premium of approximately 49.5% to its closing price on September 25, 2026, the last full trading day before signing. The CVRs total up to $160 million: $30 million tied to a 2028 milestone, $45 million to a 2029 milestone and $85 million to a 2030 EBITDA milestone. If all of it were paid, the company says common holders could receive up to $9.67 per share, a premium of approximately 130.2%.

Holders of Series A Preferred Stock will receive a cash payment at closing equal to the conversion amount, which the company put at approximately $50.2 million as of June 30, 2026, plus CVRs. That figure equals $6.53 per common share into which the preferred converts, and it rises with dividends accrued through closing. The preferred accrues dividends paid in kind at 7.5% a year.

What the CVRs depend on

The payments are not guaranteed. The company's own table is illustrative and says full payment "cannot be assured". The table, in millions, sets revenue tests of $120 for 2028 and $175 for 2029 excluding Alcon, plus either Alcon revenue of $54 and $53 or total revenue of $174 and $228. The 2030 payment rests on consolidated EBITDA of $120. Per common share, the 2028 CVR is $0.67, but for the preferred it is $0.42 per common equivalent. The table also excludes any litigation adjustment that the CVR agreement allows.

Alcon sits on both sides of the deal. Alcon Research, LLC is among the providers of Webster's debt commitment, and the CVR test counts Alcon revenue separately. Lifecore's 10-K for fiscal 2025 also shows $3.8 million more interest expense tied to the Alcon term loans, which grow through paid-in-kind interest.

Financing, advisers and timing

Webster has delivered a debt commitment letter from MidCap Financial Trust, MSD Partners, L.P. and Alcon Research, LLC, and an equity commitment from funds advised by Webster. The company says together these are enough to fund the purchase price and related fees at closing. Morgan Stanley & Co. LLC is Webster's exclusive financial adviser, and Goodwin Procter LLP is its counsel. On the Lifecore side, Bourne Capital Partners, L.L.C. is the exclusive M&A adviser, Craig-Hallum Capital Group LLC also advised the transaction committee and board, Ballard Spahr LLP is company counsel, and Zukerman Gore Brandeis & Crossman, LLP is counsel to the transaction committee.

Closing is expected at the end of the fourth quarter of 2026, subject to stockholder approval, regulatory clearances and other conditions. The agreement includes a 30-day go-shop, during which Lifecore and its advisers may seek rival bids. The board may terminate to accept a superior proposal. The company does not intend to report on that process unless required. After closing, the stock will be delisted from Nasdaq, and the company expects to keep its Chaska, Minnesota headquarters.

The company's finances

Lifecore's 10-K for the fiscal year ended May 25, 2025 reported a net loss of $38.7 million, against net income of $12.0 million a year earlier. Cash used in operations was $206,000, and year-end cash and cash equivalents were $8.3 million, down from $8.5 million. A later quarterly report shows cash and cash equivalents of $17.2 million at June 30, 2026. The year also carried a $6.4 million loss on the sale of certain excess equipment and $11.6 million of legal expenses tied to legacy matters, including an SEC subpoena, an activist investor and a securities class action claim. The release points to a later transition report on Form 10-KT, filed March 16, 2026 and covering May 26, 2025 to December 31, 2025. The annual figures above come from the earlier 10-K and predate that report.

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