Healthcare company NeueHealth has signed a definitive merger agreement to be acquired by an affiliate of New Enterprise Associates (NEA) for approximately $1.3bn, according to a report by Pulse 2.0.
Once the transaction is finalised, NeueHealth will transition to a privately held company, gaining the flexibility and resources to further develop its consumer-centric, value-driven care model.
Under the terms of the merger, shareholders of NeueHealth common stock (excluding certain shares and those that will be rolled over) will receive $7.33 per share in cash, a premium of about 70% over the stock’s closing price on 23 December 2024.
Additionally, several stockholders, including NEA and 12 existing investors holding all outstanding NeueHealth preferred stock, have agreed to rollover their investments. These shareholders will exchange their common and/or preferred stock for newly issued equity in the privately held company.
The company’s existing secured loan agreement with Hercules Capital will remain in effect.
Following the completion of the deal, NeueHealth’s executive leadership team will stay in place, with plans to rollover 100% of their equity interests into the newly privatised entity.
Certain NeueHealth stockholders have committed to voting in favour of the merger agreement, subject to certain conditions. The merger is contingent on approval from NeueHealth’s stockholders and the satisfaction of other customary closing conditions.
The transaction will be financed entirely with equity financing from NEA, and there are no financing conditions attached. Once completed, NeueHealth’s common stock will no longer be publicly traded or listed.
Lincoln International is serving as financial advisor, while Richards, Layton & Finger is acting as legal counsel to the Special Committee.
Simpson Thacher & Bartlett is advising NeueHealth, and Latham & Watkins is providing legal counsel to NEA, with Sidley Austin serving as insurance regulatory counsel to NEA.
