Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by Webster Equity Partners, valuing the transaction up to $663.7 million, with closing expected by end of Q4 2026, subject to shareholder and regulatory approvals.

• Common stockholders to receive $6.28 per share in cash plus a contingent value right (CVR) per share; Series A Preferred stockholders to receive the required conversion amount in cash plus CVRs.

• CVRs entitle holders to up to $160 million in aggregate cash payments based on performance milestones through 2030.

• The merger includes a 30-day go-shop period for alternative proposals and is unanimously recommended by the board.

• Upon closing, the company will be privately held, delisted from Nasdaq, and maintain its headquarters and brand.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement and related transactions at a special meeting.

• Voting and Support Agreements executed with major shareholders, binding them to vote in favor of the merger and against competing proposals.

• The board retains the right to consider superior proposals during the go-shop period, with termination fees applicable if the agreement is terminated for a superior offer.

Board of directors and corporate governance

• The board and transaction committee unanimously approved the merger and recommend shareholder approval.

• The board’s process included evaluating standalone alternatives and concluded the transaction is in the best interest of shareholders.