As previously disclosed, on August 27, 2023, Thorne HealthTech, Inc. (“Thorne” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Healthspan Buyer, LLC (“Parent”) and Healthspan Merger Sub, Inc. (“Purchaser,” and together with Parent, the “Buyer Parties”). The Buyer Parties are affiliated funds of L Catterton. The Merger Agreement provides that, upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the “Offer”) to acquire any and all shares of common stock of the Company. The Merger Agreement further provides that, as promptly as practicable following the consummation of the Offer, and upon the terms and subject to the conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving company in the Merger. The Offer was commenced on September 14, 2023, pursuant to the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 14, 2023, by the Buyer Parties and certain of their affiliates.
Under the terms of the Merger Agreement, Purchaser’s obligation to accept and pay for shares of the Company’s common stock that are validly tendered in the Offer, and not validly withdrawn, is subject to certain conditions set forth in the Merger Agreement, including, but not limited to, that the waiting periods (and any extensions thereof), if any, applicable to the Transactions pursuant to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having expired or otherwise been terminated, and that all requisite consents, directions or orders required to consummate the Transactions pursuant thereto will have been obtained. Effective as of 11:59 p.m. Eastern Time on September 26, 2023, the waiting period under the HSR Act expired with respect to the Transactions.
Consummation of the Transactions remains subject to other customary conditions set forth in the Merger Agreement, including the satisfaction of the condition that a majority of the then-outstanding shares of common stock of the Company is tendered in the Offer (as described more specifically in the definition of “Minimum Condition” in the Merger Agreement).
Additional Information and Where to Find It
In connection with the proposed acquisition of Thorne, Purchaser commenced a tender offer for all of the outstanding shares of common stock of Thorne on September 14, 2023, pursuant to the tender offer materials on Schedule TO filed with the SEC on September 14, 2023, by the Buyer Parties and certain of their affiliates. 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 filed with the SEC on Schedule TO on September 14, 2023. On September 14, 2023, Thorne also filed 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 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 are available to Thorne’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement are 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) are available free of charge on the SEC’s website (http://www.sec.gov). 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 BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, PURCHASER AND THORNE.