Lifecore Biomedical to Be Acquired by Webster Equity Partners for Up to $663.7 Million

Lifecore Biomedical, a contract development and manufacturing organization based in Chaska, Minnesota, 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. The deal, which is expected to close at the end of the fourth quarter of 2026, represents a significant milestone for the company, marking a new phase in its growth trajectory.

According to the terms of the agreement, Lifecore’s common stockholders will receive $6.28 per share in cash at closing, marking a 49.5% premium over the company’s closing price on September 25, 2026. Additionally, holders of the company’s Series A Preferred Stock will receive 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 contingent value right (CVR) per share. 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, with the Series A Preferred Stock accruing dividends paid in kind at 7.5% per annum.

The deal also includes the issuance of CVRs to Lifecore stockholders and certain equity award holders at closing. These CVRs will be governed by the CVR agreement following closing and will provide 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. Assuming full performance milestone payments, stockholders may receive up to $9.67 per share of common stock or common stock equivalent.

The transaction is expected to support Lifecore’s growth objectives and provide immediate and compelling value to its stockholders. Upon completion, Lifecore’s common stock will be delisted from the Nasdaq stock market, and the company will maintain its headquarters in Chaska, Minnesota, operating under the Lifecore name and brand following closing.