The merger agreement provides a clear exit at $6.28 per share plus CVR upside. Monitor the special meeting date for stockholder vote and HSR clearance timeline. The 30-day go-shop period may attract a superior proposal, but the voting agreement with Legion Partners (17.3% stake) makes a competing bid difficult.
Price Chart
Executive Summary
Legion Partners Asset Management filed an amended Schedule 13D disclosing that Lifecore Biomedical entered into a definitive merger agreement to be acquired by an affiliate of Webster Equity Partners for $6.28 per share in cash plus one CVR per share. Legion Partners, which holds approximately 17.3% of the common stock, has entered into a voting agreement to support the merger, effectively ending its activist campaign and signaling full support for the deal.
Key Financial Metrics
Key Facts
- Lifecore Biomedical entered into a definitive merger agreement to be acquired by an affiliate of Webster Equity Partners for $6.28 per share in cash plus one CVR per share.
- Legion Partners Asset Management beneficially owns approximately 17.3% of Lifecore's common stock (6,991,919 shares).
- Legion Partners entered into a voting and support agreement to vote its shares in favor of the merger and against any competing acquisition proposals.
- The merger is subject to stockholder approval, HSR Act clearance, and other customary conditions.
- Legion Partners' aggregate purchase price for its 4,084,268 common shares is approximately $33,506,562, and for its 11,414 shares of Series A Preferred Stock is approximately $11,414,000.
Financial Impact
All-cash deal at $6.28 per share plus CVRs with up to $160M in aggregate potential milestone payments through 2030.
Risk Factors
- Stockholder vote may not be obtained; Legion Partners' support covers ~17.3% but not a majority.
- HSR Act clearance or other regulatory approvals could delay or block the merger.
- CVR payments are contingent on future revenue and EBITDA milestones through 2030; actual payouts may be zero.
- A superior proposal during the go-shop period could disrupt the deal.
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0000921895-26-002661 |
| Document: 0000921895-26-002661-index.html | 0000921895-26-002661 |
| Document: 0000921895-26-002661.txt | 0000921895-26-002661 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 5d ago | 8-K | $6.37 $6.37 | · 0.00% | ▲ +1.18% | $6.43 (+0.94%) |
Sep 28, 2026 27d ago | SC 13D/A | $6.59 $6.58 | ▼ −0.15% | ▲ +0.05% | $6.43 (−2.43%) |
Sep 28, 2026 28d ago | DEFA14A | $6.52 $6.59 | ▲ +1.07% | ▲ +1.26% | $6.43 (−1.38%) |
Sep 28, 2026 28d ago | 8-K | $6.52 $6.59 | ▲ +1.07% | ▲ +1.26% | $6.43 (−1.38%) |
Sep 28, 2026 28d ago | Press Release | $6.52 $6.59 | ▲ +1.07% | ▲ +1.26% | $6.43 (−1.38%) |
Aug 5, 2026 11w ago | 8-K | $4.44 $4.84 | ▲ +9.01% | ▲ +9.17% | $6.43 (+44.82%) |
Jul 2, 2026 16w ago | 8-K | $5.09 $5.05 | ▲ +0.79% | ▲ +1.66% | $6.43 (−26.33%) |
Jun 15, 2026 19w ago | Press Release | $5.49 $5.35 | ▼ −2.55% | ▼ −1.95% | $6.43 (+17.12%) |
Jun 5, 2026 20w ago | 8-K | $5.57 $5.66 | ▲ +1.62% | ▲ +1.91% | $6.43 (+15.44%) |
Jun 2, 2026 20w ago | Press Release | $5.45 $5.67 | ▲ +4.04% | ▲ +4.73% | $6.43 (+17.98%) |
US Market Status
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