Lifecore Biomedical To Be Acquired By Webster Equity Partners In Up To $663.7M Transaction; Stockholders May Receive Up To $9.67 Per Common Equivalent In Combined Cash And CVR At Full Performance Milestone Payments

Lifecore Common Stockholders to Receive $6.28 per Share in Cash at Closing, Representing a 49.5% PremiumLifecore Series A Preferred Stockholders Will Receive Required "Conversion Amount" per Share in Cash at ClosingBoth Common Stockholders and Series A Preferred Stockholders Will Receive Contingent Value Rights (CVRs) for Up to $160 Million in Aggregate Cash Payments Contingent Upon Achieving Performance MilestonesStockholders May Receive Up to $9.67 per Common Equivalent in Combined Cash and CVR at Full Performance Milestone PaymentsTransaction Expected to Support Lifecore’s Growth Objectives CHASKA, Minn. and WALTHAM, Mass., Sept. 28, 2026 (GLOBE NEWSWIRE) -- Lifecore Biomedical, Inc. (NASDAQ:LFCR) today announced that it has entered into a definitive agreement to be acquired by Webster Equity Partners in a transaction valued at up to $663.7 million, assuming full achievement of certain performance milestones."We are thrilled to announce this exciting transaction which we believe will support Lifecore’s next phase of growth," said Paul Josephs, President and Chief Executive Officer of Lifecore. "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. For our stockholders, this transaction delivers immediate and compelling value and is a testament to the contributions of the many stakeholders whose support, dedication, and hard work made this agreement possible."Matthew Beer, Partner at Webster Equity Partners, said, "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. We are eager to pair our resources and experience with Lifecore’s CDMO expertise and capabilities as we pursue organizational excellence and sustainable profitability."Under the terms of the agreement, an entity affiliated with Webster Equity Partners will acquire all outstanding Lifecore common stock for $6.28 per share in cash at closing plus one non-tradable contingent value right (CVR) per share. The holders of the Lifecore Series A Preferred Stock will be entitled to a payment in cash at closing equal to the "Conversion Amount" as defined in the Certificate of Designations relating to the Series A Preferred Stock as of the closing date, plus one non-tradable CVR per share of common stock into which the Series A Preferred Stock is convertible as of closing. As of June 30, 2026, the Conversion Amount was approximately $50.2 million, which represents an amount equal to $6.53 per share of Lifecore common stock into which the Series A Preferred Stock would have been converted as of such date. The Conversion Amount will be increased by dividends accrued through closing. The Series A Preferred Stock accrue dividends paid in kind at 7.5% per annum.The initial cash consideration of $6.28 per share of common stock represents a premium of approximately 49.5% to Lifecore’s closing price on September 25, 2026, the last full trading day prior to signing the merger agreement. Assuming full CVR performance milestone payments of $160 million, the aggregate potential merger consideration of $9.67 per share of common stock or common stock equivalent represents a premium of approximately 130.2% to Lifecore’s closing price on September 25, 2026, the last full trading day prior to signing the merger agreement.Additional Transaction DetailsThe transaction is expected to close at the end of the fourth quarter 2026, subject to the approval of Lifecore’s stockholders, the receipt of required regulatory approvals, and the satisfaction of certain other closing conditions. The Lifecore Transaction Committee and Lifecore Board of Directors have unanimously approved the merger agreement and recommend that Lifecore stockholders vote their shares to approve the transaction and adopt the merger agreement.Webster Equity Partners has secured committed financing for the transaction. It has delivered to Lifecore a debt financing commitment letter from MidCap Financial Trust, MSD Partners, L.P. and Alcon Research, LLC, and an equity commitment letter from funds advised by Webster Equity Partners that, in the aggregate, are sufficient to fund the purchase price and pay related fees and expenses at closing.Upon completion of the transaction, Lifecore’s common stock will be delisted from the Nasdaq stock market. The Company expects to maintain its headquarters in Chaska, Minnesota, and to continue to operate under the Lifecore name and brand following closing.The merger agreement includes a 30-day "go-shop" period, during which time Lifecore and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties. The Lifecore Board of Directors will have the right to terminate the merger agreement to enter into a transaction providing for a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this process will or will not result in a superior proposal. Lifecore does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.As noted above, a non-tradable CVR will be issued to Lifecore stockholders and certain equity award holders at closing, and the rights of the CVR holders will be governed by the CVR agreement following closing. Under the CVR agreement, the CVR holders will receive cash payments contingent upon Lifecore’s achievement of revenue-based performance milestones for 2028 and 2029 and an EBITDA-based performance milestone for 2030. The payout on the CVRs is $30 million for achievement of the 2028 performance milestone, $45 million for achievement of the 2029 performance milestone, and $85 million for achievement of the 2030 performance milestone, subject to catch-up in 2029 on the 2028 milestone payment and other adjustments. In the aggregate, stockholders may receive up to $9.67 per share of common stock or common stock equivalent based upon the cash consideration at closing and assuming full performance milestone payments of $160 million in the aggregate.The following table provides an illustration of the CVR performance milestones, milestone payments, and milestone payment amounts per share of common stock and Series A Preferred Stock, assuming full payment of each CVR milestone, which cannot be assured (in millions except per share amounts):Cash atClosingMilestone Payment and YearTotal $30$45$85 CVR Performance Milestones202820292030 (a) Revenue from all customers excluding Alcon AND$120 $175 n/a (b) either (i) Revenue from Alcon OR$54 $53 n/a (ii) Revenue from all customers$174 $228 n/a Consolidated EBITDAn/a n/a $120 Common Stock Per Share(3)$6.28 $0.67 $0.94 $1.78 $9.67 Series A Preferred Stock Per Common Equivalent(4)$6.53 $0.42 $0.94 $1.78 $9.67 (1) Subject to scaling factor and catch-up payment as further described in the CVR agreement.(2) Subject to scaling factor as further described in the CVR agreement.(3) Cash closing merger consideration is a fixed amount of $6.28 per share of common stock. CVR amounts per share of common stock include CVRs issuable at closing to holders of certain Company equity awards in accordance with the terms of the merger agreement, based upon shares of common stock and Company equity awards outstanding as of the date of the merger agreement.(4) For Series A Preferred Stock, $6.53 represents amount per share of Lifecore common stock into which the Series A Preferred Stock would be converted. In the case of the CVR amounts for the Series A Preferred Stock, assumes the number of shares of Series A Preferred Stock outstanding as of December 31, 2026 and treatment in accordance with the Certificate of Designations relating to the Series A Preferred Stock.The table above is illustrative only and qualified in its entirety by the terms and conditions of the Merger Agreement and the CVR agreement, and excludes any adjustment for litigation as specified in the CVR agreement. CVR amounts per share will change based upon the number of outstanding shares of common stock, shares of Series A Preferred Stock and shares underlying certain Company equity awards, as well as the Conversion Amount, as of the closing date of the proposed Merger.