eMed commences tender offer for Science 37
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The tender offer initiated by eMed to acquire all outstanding shares of Science 37 at $5.75 per share is a strategic move that warrants a close examination of the financial implications for both companies and their shareholders. The offer price needs to be compared to Science 37's current and historical stock performance, as well as industry benchmarks. Investors should consider whether the premium offered reflects the intrinsic value of Science 37, taking into account its financial health, growth prospects and the synergies expected from the merger. The absence of a financing condition suggests eMed's confidence in its liquidity and financial stability to complete the acquisition.
Furthermore, the requirement of a majority of the voting power to tender their shares indicates a significant threshold that must be met for the deal to proceed. This could potentially lead to a situation where minority shareholders might feel compelled to tender their shares, lest they be left with illiquid assets post-merger. The role of Saratoga Proxy Consulting as the information agent and Continental Stock Transfer & Trust Company as the depositary and paying agent are also crucial in facilitating a smooth transaction and ensuring shareholders are well-informed.
In evaluating the tender offer by eMed, it's essential to understand the strategic rationale behind the acquisition. The consolidation within the sector could lead to operational efficiencies, expanded market share and enhanced R&D capabilities for eMed. The terms set forth in the Merger Agreement will dictate the post-merger integration process and the potential realization of synergies. The role of the Science 37 board in recommending the offer is indicative of their assessment that the merger is in the best interests of the company and its shareholders.
It is also important to consider the competitive landscape and the reaction of competitors to this consolidation. The impact on Science 37's employees, customers and partners must be assessed, as these stakeholders can significantly influence the success of the merger. The long-term strategic fit and the potential for innovation and growth post-merger are critical factors that stakeholders should evaluate.
The tender offer and subsequent merger are subject to a variety of legal and regulatory considerations. Compliance with SEC regulations, as evidenced by the filings of the Tender Offer Statement and the Solicitation/Recommendation Statement, is of paramount importance. These documents provide transparency and ensure that the shareholders of Science 37 are fully informed about the terms of the offer.
The legal framework surrounding tender offers, including the requirement to file Schedule TO and Schedule 14D-9, is designed to protect investors and the integrity of the market. Shareholders should scrutinize these documents for any legal implications that could affect their decision to tender their shares. Additionally, the customary closing conditions and the absence of a financing condition suggest a well-structured offer that minimizes legal and financial uncertainties.
The Offer will expire at 12:00 midnight,
eMed will file today a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the "SEC"). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.
Science 37 will file today a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC, which includes, among other things, the recommendation of the Science 37 board of directors that Science 37's stockholders accept the Offer and tender their shares of Science 37 common stock pursuant to the Offer.
The Offer is subject to customary closing conditions, including the tender of at least a majority in voting power of the shares of Science 37 common stock then issued and outstanding. The Offer is subject to other important conditions set forth in the Offer to Purchase. The Offer is not subject to a financing condition.
Saratoga Proxy Consulting LLC ("
Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. On February 12, 2024, Purchaser and eMed will file a Tender Offer Statement on Schedule TO with the SEC and Science 37 will file the Schedule 14D-9 with the SEC, in each case with respect to the Offer. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the Offer. Those materials and all other documents filed by, or caused to be filed by, eMed, Purchaser or Science 37 with the SEC will be available at no charge on the SEC's website at www.sec.gov. The Schedule TO Tender Offer Statement and related materials will be available for free from
Disclaimer
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, that can generally be identified by words such as "tender offer," "commences," "commenced," "to purchase," "offer," "will," "subject to," "conditions," or similar expressions, or by express or implied discussions regarding the potential outcome of the tender offer for Science 37 being commenced by eMed. You should not place undue reliance on these statements. Such forward looking statements are based on our current beliefs and expectations regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward looking statements. There can be no guarantee that the proposed acquisition described in this press release will be completed, or that it will be completed as currently proposed, or at any particular time. In particular, our expectations could be affected by, among other things: regulatory actions or delays or government regulation generally, including potential regulatory actions or delays relating to the completion of the potential acquisition described in this release; potential failures to meet other closing conditions, including a potential failure of sufficient shares to be tendered; uncertainties regarding actual or potential legal proceedings, including, among others, potential legal proceedings with respect to the proposed acquisition. eMed is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
About eMed
eMed is a leading telehealth and diagnostics company that has developed a leading digital point-of-care platform designed for complete testing processes to be done at home. The company's platform provides verified test results and access to on-demand prescription treatment with same-day delivery, enabling consumers to easily get tested and receive expert healthcare guidance.
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