The parent company of a Summerville-based nutritional supplement manufacturer and lifesciences company has been acquired by a Greenwich, Connecticut, investment firm.
Thorne HealthTech Inc. (NASDAQ: THRN) has entered into a definitive agreement under which L Catterton, a global consumer-focused investment firm, will tender an offer to acquire all outstanding shares of common stock of Thorne for $10.20 per share, according to a news release.
The transaction value of approximately $680 million represents a 94% premium to the unaffected closing share price on July 20, 2023, and a 113% premium to the 30-day volume weighted average price as of the unaffected date of July 20, 2023, the release stated.
Upon completion of the transaction, Thorne will become a privately held company and its shares of common stock will no longer be listed on any public market, the release stated.
“We are very pleased to have reached an agreement with L Catterton, which offers immediate liquidity at a significant premium to our stockholders,” said Sarah Kauss, a member of Thorne’s board of directors and chair of the Special Committee of Thorne’s board of directors, in the release. “The transaction is the result of a thorough process overseen and directed by an independent Special Committee of the Board of Directors and is a wonderful outcome for Thorne and its stockholders.
“The transaction is possible due to the hard work and dedication of Thorne’s world-class team and, on behalf of the Special Committee and the whole Board of Directors, I’d like to thank the entire management team for everything they’ve done to build Thorne into a leading science-driven wellness company that empowers consumers with the support, education, and solutions they need to live a healthier life.”
Thorne’s independent Special Committee and Board of Directors have each unanimously approved the agreement and recommend that all stockholders tender their shares in the tender offer, the release stated.
“This transaction is an excellent outcome for all of our stakeholders and marks the beginning of an exciting new chapter for Thorne,” said Paul Jacobson, chairman and CEO of Thorne, in the release. “For over a decade, we have worked tirelessly to deliver on our mission to bring science-based solutions to the prevention space and empower consumers to live healthier lives longer. L Catterton has an impressive track record of fostering the growth and success of leading global consumer brands. Together with their deep expertise in the health and wellness industry, global reach, and extensive operational capabilities, I am confident L Catterton is the right partner to fuel Thorne’s long-term growth.”
The transaction is expected to be completed in the fourth quarter of 2023, subject to customary closing conditions, including satisfaction of the minimum tender condition and receipt of regulatory approvals, the release stated. Subject to the terms and conditions of the agreement, following the completion of the tender offer, L Catterton will acquire any shares of Thorne that are not tendered in the tender offer through a second-step merger for $10.20 per share in cash.
Thorne HealthTech develops solutions for delivering personalized approaches to health and wellness, according to the release. As a science-driven wellness company, Thorne is the only supplement manufacturer that collaborates with Mayo Clinic on health and wellness research and content and is trusted by more than five million customers, 47,000-plus health-care professionals, thousands of professional athletes, more than 100 professional sports teams, and multiple U.S. National Teams, according to the release.
It manufactures the bulk of its products at its Summerville facility, according to its website./
CG Sawaya Partners (operating under Canaccord Genuity) served as exclusive financial advisor and Wilson Sonsini Goodrich & Rosati served as legal advisor to Thorne and the Special Committee of the board of directors. BofA Securities served as financial advisor and Kirkland & Ellis LLP served as legal advisor to L Catterton.