Lifecore Biomedical to Be Acquired by Webster Equity Partners for $6.28 a Share

What happened

Lifecore Biomedical, Inc. (Nasdaq: LFCR) disclosed in a Form 8-K filed September 28, 2026 that it entered into an Agreement and Plan of Merger on September 27, 2026 with Lifecore Inc. and Hazel Merger Sub, Inc., both affiliates of private equity firm Webster Equity Partners. Under the deal, Merger Sub will merge into Lifecore, and Lifecore will survive as a wholly owned subsidiary of Parent.

At the effective time of the merger, each outstanding share of Lifecore common stock will be canceled and converted into the right to receive $6.28 in cash, without interest, plus one contingent value right per share, according to the filing. Each share of Series A preferred stock will convert into cash equal to the Conversion Amount defined in the company's certificate of designations, plus one CVR for each common share the preferred is convertible into.

Lifecore shares closed at $6.545 on the day the filing was made, up 55.83% from the prior close of $4.20, on volume of 3,346,769 shares — about 23.7 times the average volume of 141,410, according to the price data. The stock closed slightly above the $6.28 cash component of the deal consideration.

The board and its Transaction Committee unanimously determined the merger is advisable and in the best interest of the company and its stockholders, authorized the agreement, and resolved to recommend that stockholders adopt it, the filing states.

The deal terms and what has to happen first

The merger is subject to closing conditions, including adoption of the merger agreement by Lifecore stockholders at a special meeting, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, other required government consents and approvals, and the absence of any legal restraint blocking the deal. The consummation of the merger is not subject to any financing condition, the filing says.

It is also a condition that the Amended Alcon Agreements between Lifecore's subsidiary Lifecore Biomedical, LLC and Alcon Research, LLC remain in full force and effect. Those consist of an Amended and Restated Supply Agreement dated May 3, 2023 as amended, an Amended and Restated Contract Manufacturing Agreement dated December 31, 2023 as amended, and Amendment No. 3 dated September 24, 2026 and effective November 1, 2026 to the Contract Manufacturing Agreement. Alcon is also providing $35 million of the debt financing, the filing states.

Parent has obtained $400 million in equity financing commitments from affiliates of funds managed by Webster, and debt commitments from two third-party lenders for $115 million in term loans and a $30 million revolving credit facility, plus the $35 million Alcon term loan. Affiliates of Webster-managed funds have guaranteed payment of the Reverse Termination Fee and certain other obligations.

The agreement may be terminated in various circumstances before closing, including by mutual consent, for a final legal restraint, if the closing has not occurred by June 27, 2027 (extendable to September 27, 2027 if only the HSR condition remains outstanding), for uncured breaches, if the board changes its recommendation, if the company accepts a superior proposal, or if the stockholder vote fails. The filing lays out a Go-Shop Termination Fee of $7,468,287, a Company Termination Fee of $9,957,716, and a Reverse Termination Fee of $16,181,288.

The company has a go-shop right to solicit and consider acquisition proposals for 30 days after the public announcement of the merger. If the company terminates to accept a superior proposal obtained through that go-shop, the fee payable is the lower Go-Shop Termination Fee.

If the merger closes, Lifecore common stock will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934.

What the company does

Lifecore Biomedical is based in Chaska, Minnesota. The SEC filing registers it under the industrial classification "Pharmaceutical Preparations," and recent developments have centered on its business as a contract manufacturer and developer of injectable pharmaceutical and biologic products, including the Alcon supply and contract manufacturing agreements described in the filing.

What this means

A Form 8-K is the current-report a US public company must file with the SEC when specified material events occur between its quarterly and annual reports. Lifecore cited Item 1.01, Entry into a Material Definitive Agreement; Item 7.01, Regulation FD Disclosure; and Item 9.01, Financial Statements and Exhibits. Item 1.01 satisfies the obligation to disclose a contract the company considers material — here, the merger agreement. Item 7.01 governs disclosures the company makes to investors outside its formal periodic reports. A merger agreement is the definitive contract that sets the terms — price, closing conditions, termination rights and fees — and is a prerequisite to a merger being voted on by stockholders.

A cash-and-CVR merger means stockholders receive one portion up front and a second portion only if future events happen. The $6.28 per share is the Base Consideration, paid at closing. A contingent value right, or CVR, is a contract giving its holder a right to a payment if a specified milestone is met. In this filing the milestones are the "Milestone Payment Amounts" in the CVR Agreement to be signed among Parent, the Company and a rights agent at or before the effective time. The filing does not state those milestones or their dollar amounts.

Merger agreements typically include termination fees to compensate a buyer or seller if the deal breaks. The Go-Shop Termination Fee of $7,468,287 — equal to roughly 1.2% of the implied $6.28-per-share equity value — is lower because it applies when the company finds a better deal during the 30-day go-shop window. The Company Termination Fee of $9,957,716 applies if the company walks away outside that window or if the stockholder vote fails, and the Reverse Termination Fee of $16,181,288 is payable by Parent's side in specified circumstances. The filing states the stock closed at $6.545, which means shares traded above the $6.28 cash component on the day of the filing.

Before the tender offer or merger vote, the company will prepare a proxy statement or schedule, and the stockholder vote is scheduled for a special meeting referred to as the Company Required Vote. The closing is subject to the conditions described above, including the HSR waiting period and the Alcon agreements. If it closes, the stock is delisted from Nasdaq and deregistered, meaning Lifecore stops filing periodic reports with the SEC. If the conditions are not met, the merger may be terminated and the company would remain public.

The filing does not explain why Lifecore, Webster or Alcon agreed to these terms. Under our policy we do not attribute the deal to any cause the filing does not state.