Lifecore Biomedical has agreed to be acquired by Webster Equity Partners in a transaction valued at up to $663.7 million, with common stockholders receiving $6.28 per share in cash at closing plus contingent value rights tied to future operating milestones. The definitive merger agreement was dated Sept. 27 and disclosed by Lifecore in a Sept. 28 Securities and Exchange Commission filing.
Under the agreement, an affiliate of Webster Equity Partners will acquire all outstanding Lifecore common stock for $6.28 per share in cash, together with one non-tradable contingent value right, or CVR, for each share. The cash consideration represents a 49.5% premium to Lifecore’s Sept. 25 closing price, the last full trading session before the merger agreement was signed. The transaction is expected to close in the fourth quarter of 2026, subject to stockholder approval, regulatory approvals and other customary closing conditions.
The CVRs could provide up to $160 million in additional aggregate payments if specified performance targets are achieved. The agreement provides for a $30 million payment tied to a 2028 revenue milestone, a $45 million payment tied to a 2029 revenue milestone and an $85 million payment tied to a 2030 consolidated EBITDA milestone. Lifecore said the potential payments could bring total consideration to as much as $9.67 per common share or common-stock equivalent, although the CVR payments are contingent and cannot be assured.
The revenue milestones require Lifecore to reach specified levels from customers excluding Alcon and either specified Alcon revenue or total revenue. The 2030 milestone is based on consolidated EBITDA of $120 million. The merger agreement also includes adjustments and scaling provisions that can affect the amount ultimately paid under the CVRs.
Lifecore’s Series A preferred stockholders will receive a cash payment based on the conversion amount defined in the preferred stock terms, along with CVRs based on the number of common shares into which their preferred stock is convertible. As of June 30, the conversion amount was approximately $50.2 million, equivalent to $6.53 for each common share into which the preferred stock would have converted at that date, with additional dividends accruing through closing.
Webster Equity Partners has obtained committed debt and equity financing that Lifecore said is sufficient to fund the purchase price and related fees and expenses. The debt commitments come from MidCap Financial Trust, MSD Partners and Alcon Research, while equity financing has been committed by funds advised by Webster. If completed, the acquisition will result in Lifecore’s common stock being delisted from Nasdaq, while the company expects to retain its Chaska, Minnesota, headquarters and continue operating under the Lifecore name and brand.
Lifecore’s board and its transaction committee unanimously approved the merger agreement and recommended that stockholders approve the transaction. The agreement also includes a 30-day go-shop period during which Lifecore and its advisers can solicit and consider alternative acquisition proposals. The company can terminate the agreement to enter into a superior proposal subject to the agreement’s conditions, so the announced transaction is not yet completed.
The acquisition comes as Lifecore continues to expand its contract development and manufacturing business for sterile injectable pharmaceutical products. In its second-quarter results, the company reported revenue of $34.2 million for the three months ended June 30, down 6.2% from the comparable prior-year period, while six-month revenue fell 19.9% to $57.4 million. Gross profit for the six months was $16.5 million, compared with $23.8 million in the prior-year period.
Lifecore reported a net loss of $21.1 million for the first six months of 2026. Cash and cash equivalents stood at $17.2 million at June 30, while the company also reported $21.6 million of availability under its revolving credit facility, giving it total liquidity of $38.8 million at the end of the quarter. The company had reaffirmed 2026 revenue guidance of $120 million to $125 million and adjusted EBITDA guidance of $20.5 million to $25 million in August.
Lifecore describes itself as a fully integrated contract development and manufacturing organization with capabilities spanning development, fill and finish of sterile injectable products in syringes, vials and cartridges. Its business also includes manufacturing of injectable-grade hyaluronic acid, with the company saying it has more than 40 years of experience serving pharmaceutical and biotechnology customers.
The proposed acquisition remains subject to the conditions in the merger agreement, including the required stockholder and regulatory approvals. Lifecore’s filing also cautions that the value of the CVRs is uncertain and that the transaction could fail to close, meaning the $663.7 million figure represents the maximum stated transaction value assuming the specified performance milestones are fully achieved.
