eMed completes tender offer for all outstanding shares of Science 37

Rhea-AI Summary

eMed, LLC successfully completed the tender offer for Science 37 Holdings, Inc. shares at $5.75 per share, acquiring approximately 77.8% of outstanding shares. The acquisition will be finalized through a merger, with each share converted to $5.75 in cash.

Financial Analyst

The acquisition of Science 37 by eMed, as detailed in the announcement, is a significant strategic move that affects both companies' financial landscapes and potentially the broader market within their sector. The tender offer, with a substantial 77.8% of Science 37's shares tendered, indicates strong shareholder support for the transaction. The purchase price of USD 5.75 per share will require a considerable capital outlay from eMed, which investors will need to scrutinize in terms of financing methods and impact on eMed's cash reserves and debt levels.

Furthermore, the cessation of trading of Science 37's common stock on the NASDAQ Capital Market post-merger will remove the company from the public equity markets, thus eliminating a potential investment opportunity for stock market participants. This could have a ripple effect on market dynamics, especially within the biotechnology and digital health sectors, where Science 37 is positioned. The long-term financial implications for eMed include potential revenue growth and cost synergies from the integration of Science 37's operations.

Market Research Analyst

The acquisition of Science 37 by eMed can alter the competitive landscape of the digital clinical trial solutions market. eMed's strategic positioning post-acquisition will likely benefit from Science 37's proprietary platform, which could enhance eMed's service offerings and market reach. Market research will need to assess the combined entity's potential market share and the impact on competitors.

It is also essential to evaluate customer response to the merger, as the consolidation may affect the choices available to pharmaceutical companies and other entities that rely on digital clinical trial services. The potential for cross-selling and up-selling to the existing customer base of both entities may drive revenue synergies, a critical factor for stakeholders to consider.

Legal Expert

Legally, the merger's execution under Section 251(h) of the Delaware General Corporation Law facilitates a swift consolidation without a stockholder vote, provided the tender offer secures a majority of the outstanding shares. The fact that eMed will accept shares validly tendered and not withdrawn and pay for them promptly, aligns with the legal requirements for such transactions.

For Science 37 stockholders who perfected their appraisal rights under the DGCL, there is an opportunity to seek a different valuation for their shares, which could lead to legal proceedings to determine fair value. This aspect of the merger is critical for those stockholders and could set a precedent for similar transactions in the future.

MIAMI, March 12, 2024 /PRNewswire/ -- eMed, LLC ("eMed") today announced the successful completion of the previously announced tender offer by its wholly-owned subsidiary, Marlin Merger Sub Corporation ("Purchaser"), for all the outstanding shares of common stock, par value $0.0001 per share, of Science 37 Holdings, Inc. (NASDAQ: SNCE) ("Science 37") at a price of USD 5.75 per share.

Continental Stock Transfer & Trust Company, the depositary for the tender offer, has advised Purchaser that, as of 12:00 Midnight, New York City time, at the end of the day of Monday, March 11, 2024 (the "Expiration Time"), the expiration of the tender offer, (i) 4,715,950 shares were validly tendered and not withdrawn in the tender offer, representing approximately 77.8% of Science 37's outstanding shares of common stock, and (ii) notices of guaranteed delivery had been delivered with respect to 76,755 additional shares, representing approximately 1.3% of the outstanding shares. Purchaser has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares.

eMed will promptly complete its acquisition of Science 37 through consummation of a merger of Purchaser with and into Science 37 without a vote of the Science 37 stockholders in accordance with Section 251(h) of the Delaware General Corporation Law (the "DGCL"). Following the merger, Science 37 will be a wholly-owned subsidiary of eMed, and each share of Science 37's common stock outstanding immediately prior to the effective time of the merger (other than shares owned by eMed, Purchaser, Science 37 or any subsidiary of eMed or by any Science 37 stockholders who properly perfected their appraisal rights under the DGCL) will be converted into the right to receive $5.75 per share, net to the seller in cash, without interest and subject to any tax withholding, the same consideration received by stockholders who tendered their shares in the tender offer. As a result of the merger, Science 37 common stock will cease to be traded on the NASDAQ Capital Market.

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 "will," or similar expressions. 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. In particular, our expectations could be affected by, among other things, uncertainties regarding actual or potential legal proceedings, including, among others, potential legal proceedings with respect to the acquisition. 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. 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 telehealth and diagnostics company that develops 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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SOURCE eMed

What was the price per share in the tender offer by eMed, LLC for Science 37 Holdings, Inc.?

The price per share in the tender offer by eMed, LLC for Science 37 Holdings, Inc. was $5.75.

How many shares were tendered and not withdrawn in the tender offer for Science 37 Holdings, Inc.?

4,715,950 shares were validly tendered and not withdrawn in the tender offer for Science 37 Holdings, Inc.

What percentage of Science 37 Holdings, Inc.'s outstanding shares were acquired by eMed, LLC through the tender offer?

eMed, LLC acquired approximately 77.8% of Science 37 Holdings, Inc.'s outstanding shares through the tender offer.

How will the acquisition of Science 37 Holdings, Inc. by eMed, LLC be finalized?

The acquisition of Science 37 Holdings, Inc. by eMed, LLC will be finalized through a merger of Purchaser with and into Science 37 without a vote of the Science 37 stockholders.

What will happen to Science 37 Holdings, Inc. common stock after the merger with eMed, LLC?

After the merger with eMed, LLC, Science 37 Holdings, Inc. common stock will cease to be traded on the NASDAQ Capital Market.