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LIFECORE BIOMEDICAL, INC. DE (LFCR) filed an 8-K current report with the SEC on September 28, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Webster affiliates to acquire Lifecore for $6.28 cash per common share plus one non-tradeable CVR.
LIFECORE BIOMEDICAL, INC. DE 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Webster affiliates to acquire Lifecore for $6.28 cash per common share plus one non-tradeable CVR
- CVRs could pay $30M in 2028, $45M in 2029, and $85M in 2030, contingent on revenue and EBITDA milestones
- Financing includes $400M equity, $115M term loans, $30M revolver, and $35M Alcon term loan
- Closing requires stockholder approval, HSR clearance, continued Alcon agreements, and no continuing material adverse effect
- Company stock will be delisted from Nasdaq and deregistered if the merger closes; termination fees range from $7.47M to $16.18M
Item 7.01 · Regulation FD Disclosure
- Exhibits 99.3 and 99.4 excluded from Securities Act incorporation by reference
- No substantive Regulation FD disclosure included in the provided text
Item EX-99.1 · Exhibit EX-99.1
- Webster Equity Partners acquisition offers $6.28 per common share, a 49.5% premium to September 25, 2026’s closing price
- CVRs could add up to $160 million, raising potential consideration to $9.67 per common equivalent
- Series A preferred holders receive approximately $50.2 million conversion value as of June 30, 2026, plus 7.5% annual PIK dividends through closing
- Closing targeted for fourth-quarter 2026, subject to stockholder and regulatory approvals
- Nasdaq delisting expected after closing, with a 30-day go-shop period creating potential for competing bids
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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