L Catterton to Commence a Tender Offer for all
of Thorne's Outstanding Shares of Common Stock
Thorne Stockholders to Receive $10.20 per Share in Cash, Representing a 94%
Premium to the Unaffected Price
Independent Special Committee and Thorne Board of Directors Unanimously Approve
Transaction and Recommend that All Stockholders Tender Their Shares
in the Tender Offer
NEW YORK,
Aug. 28,
2023 /PRNewswire/ -- Thorne HealthTech, Inc.
("Thorne" or the "Company") (NASDAQ: THRN), a leader in delivering
innovative solutions for a personalized approach to health and
wellness, announced today that it has entered into a definitive
agreement under which L Catterton, a leading global
consumer-focused investment firm, will commence a tender offer to
acquire all outstanding shares of common stock of Thorne for
$10.20 per share in cash. The
transaction value of approximately $680
million represents a 94% premium to the unaffected closing
share price on July 20, 2023, and a
113% premium to the 30-day volume weighted average price as of the
unaffected date of July 20, 2023.
Thorne's independent Special Committee and Board of Directors have
each unanimously approved the agreement and recommend that all
stockholders tender their shares in the tender offer.
"We are very pleased to have reached an agreement with L
Catterton, which offers immediate liquidity at a significant
premium to our stockholders," said Sarah
Kauss, a member of Thorne's Board of Directors and Chair of
the Special Committee of Thorne's Board of Directors. "The
transaction is the result of a thorough process overseen and
directed by an independent Special Committee of the Board of
Directors and is a wonderful outcome for Thorne and its
stockholders. The transaction is possible due to the hard
work and dedication of Thorne's world-class team and, on behalf of
the Special Committee and the whole Board of Directors, I'd like to
thank the entire management team for everything they've done to
build Thorne into a leading science-driven wellness company that
empowers consumers with the support, education, and solutions they
need to live a healthier life."
"This transaction is an excellent outcome for all of our
stakeholders and marks the beginning of an exciting new chapter for
Thorne," said Paul Jacobson,
Chairman and Chief Executive Officer of Thorne. "For over a decade,
we have worked tirelessly to deliver on our mission to bring
science-based solutions to the prevention space and empower
consumers to live healthier lives longer. L Catterton
has an impressive track record of fostering the growth and success
of leading global consumer brands. Together with their deep
expertise in the health and wellness industry, global reach, and
extensive operational capabilities, I am confident L
Catterton is the right partner to fuel Thorne's long-term
growth."
"We have admired Thorne for many years given its uncompromising
approach to science and innovation as well as its commitment to
transforming consumers' lives and approach to health and wellness,"
said Marc Magliacano, a Managing
Partner in L Catterton's Flagship Fund. "As one of the
pioneers of the wellness movement, Thorne continues to lead by
example and is on the precipice of breakthrough products and
technologies that will allow consumers to significantly extend
their healthspans through personalized wellness programs developed
by Thorne's proprietary dataset and protocols."
Transaction Details
Under the terms of the agreement, which was unanimously approved
by Thorne's independent Special Committee and Board of Directors,
L Catterton will commence a tender offer to acquire all of
Thorne's outstanding shares of common stock for $10.20 per share in cash. The transaction is
expected to be completed in the fourth quarter of 2023, subject to
customary closing conditions, including satisfaction of the minimum
tender condition and receipt of regulatory approvals. Subject to
the terms and conditions of the agreement, following the completion
of the tender offer, L Catterton will acquire any shares of
Thorne that are not tendered in the tender offer through a
second-step merger for $10.20 per
share in cash. Upon completion of the transaction, Thorne
will become a privately held company and its shares of common stock
will no longer be listed on any public market.
Advisors
CG Sawaya Partners (operating under Canaccord Genuity) served as
exclusive financial advisor and Wilson
Sonsini Goodrich & Rosati served as legal advisor to
Thorne and the Special Committee of the Board of Directors. BofA
Securities served as financial advisor and Kirkland & Ellis LLP
served as legal advisor to L Catterton.
About Thorne HealthTech, Inc.
Thorne HealthTech is a leader in developing innovative solutions
for delivering personalized approaches to health and wellness. As a
science-driven wellness company that empowers individuals with the
support, education, and solutions they need to achieve healthy
aging – living healthier longer – Thorne utilizes testing and data
to create improved product efficacy and to deliver personalized
solutions to consumers, health professionals, and corporations.
Predicated on the power of the individual, Thorne leverages
artificial intelligence models to provide insights and personalized
data, products, and services that help individuals take a proactive
and actionable approach to improve and maintain their health over a
lifetime. Thorne is the only supplement manufacturer that
collaborates with Mayo Clinic on health and wellness research and
content and is trusted by more than five million customers, 47,000+
health-care professionals, thousands of professional athletes, more
than 100 professional sports teams, and multiple U.S. National
Teams. For more information, visit Thorne.com.
About L Catterton
L Catterton is a market-leading consumer-focused
investment firm, managing approximately $34
billion of equity capital and three multi-product platforms:
private equity, credit, and real estate. Leveraging deep category
insight, operational excellence, and a broad network of strategic
relationships, L Catterton's team of more than 200
investment and operating professionals across 17 offices partners
with management teams to drive differentiated value creation across
its portfolio. Founded in 1989, the firm has made over 250
investments in some of the world's most iconic consumer brands. For
more information about L Catterton, please
visit www.lcatterton.com.
Additional Information and Where to Find It
In connection with the proposed acquisition of Thorne
HealthTech, Inc. ("Thorne"), Healthspan Merger Sub, Inc.
("Purchaser") will commence a tender offer for all of the
outstanding shares of Thorne. The tender offer has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities of Thorne. It is also not a substitute for
the tender offer materials that Purchaser will file with the
Securities and Exchange Commission (the "SEC") upon commencement of
the tender offer. The solicitation and offer to buy the outstanding
shares of Thorne will only be made pursuant to an offer to purchase
and related tender offer materials. At the time of the commencement
of the tender offer, Purchaser will file tender offer materials on
Schedule TO with the SEC, and Thorne will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY
THORNE'S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE TENDER OFFER. Both the tender offer materials and the
solicitation/recommendation statement will be made available to
Thorne's stockholders free of charge. A free copy of the tender
offer materials and the solicitation/recommendation statement will
also be made available to Thorne's stockholders by visiting
Thorne's website (https://investors.thornehealthtech.com/). In
addition, the tender offer materials and the
solicitation/recommendation statement (and all other documents
filed by Thorne with the SEC) will be available free of charge on
the SEC's website (http://www.sec.gov) upon filing with the SEC.
THORNE'S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER
MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER
RELEVANT DOCUMENTS FILED BY PURCHASER OR THORNE WITH THE SEC WHEN
THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER, PURCHASER AND THORNE.
Forward-Looking Statements
This communication contains forward-looking statements. All
statements other than statements of historical facts contained in
this communication are forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as "may,"
"will," "should," "would," "expect," "plan," "anticipate," "could,"
"intend," "target," "project," "contemplate," "believe,"
"estimate," "predict," "potential" or "continue" or the negative of
these terms or other similar expressions. Forward-looking
statements contained in this communication include, but are not
limited to, statements regarding Thorne's pending acquisition by
L Catterton or its affiliates (the "Transaction"), including
the expected timing of the closing of the Transaction and
considerations taken into account by Thorne's Special Committee of
the Board of Directors and Thorne's Board of Directors in approving
the Transaction. These forward-looking statements involve risks and
uncertainties. If any of these risks or uncertainties materialize,
or if any of Thorne's assumptions prove incorrect, Thorne's actual
results could differ materially from the results expressed or
implied by these forward-looking statements. These risks and
uncertainties include the risk that the conditions to the tender
offer or the closing of the Transaction are not satisfied,
including the risk that a sufficient number of Thorne's
stockholders do not tender their shares into the tender offer or
otherwise participate in the Transaction; risks associated with
potential litigation relating to the Transaction; uncertainties as
to the timing of the consummation of the Transaction and the
ability of each party to consummate the Transaction; risks that the
Transaction disrupts the current plans and operations of Thorne;
and the risks and uncertainties described in the section titled
"Risk Factors" and elsewhere in Thorne's filings made with the SEC,
including its Annual Report on Form 10-K filed on March 31, 2023 and its subsequent Quarterly
Reports on Form 10-Q and other SEC filings, copies of which are
available free of charge on the SEC website at www.sec.gov.
Because forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified,
you should not rely on these forward-looking statements as
predictions of future events. All forward-looking statements in
this communication are based on information available to Thorne as
of the date of this communication, and Thorne does not assume any
obligation to update the forward-looking statements provided to
reflect events that occur or circumstances that exist after the
date on which they were made, except as required by law.
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SOURCE Thorne HealthTech, Inc.