Lifecore Biomedical agrees to $6.28-a-share sale
The merger agreement gives Lifecore a 30-day go-shop and gives the buyer four business days to respond to a superior proposal.
Rhea-AI Filing Summary
Lifecore Biomedical (LFCR) entered into a merger agreement under which an affiliate of Webster Equity Partners would acquire the company. At closing, common shareholders would receive $6.28 per share in cash plus one non-tradable contingent value right (CVR) per share; the transaction is valued at up to $663.7 million assuming full achievement of performance milestones. The initial cash consideration represents an approximately 49.5% premium to LFCR’s September 25, 2026 closing price.
CVR payments depend on performance milestones: $30 million for 2028, $45 million for 2029 and $85 million for 2030, up to $160 million in aggregate. The 2028 and 2029 milestones are revenue-based, and the 2030 milestone is EBITDA-based. Assuming full milestone payments, potential consideration is $9.67 per common share or common-stock equivalent. The transaction is expected to close at the end of Q4 2026, subject to stockholder and regulatory approvals and other conditions; Lifecore has a 30-day go-shop period for alternative proposals.
Lifecore also disclosed signing a three-year extension of its Alcon Manufacturing Agreement through 2034; continued effectiveness of specified Alcon agreements is a closing condition. Series A preferred holders would receive a cash amount based on the defined Conversion Amount plus CVRs. That amount was approximately $50.2 million as of June 30, 2026.
Positive
- 49.5% premium in initial cash consideration to LFCR’s September 25 closing price.
Negative
- None.
Filing Explained
The buyer has no duty to achieve CVR milestones, though it cannot primarily act to avoid or reduce milestone payments.
Lifecore’s proposed acquisition by a Webster affiliate remains pending, but the buyer has equity and debt commitments sufficient for the purchase price and related expenses, and closing is not subject to a financing condition.
The debt commitments themselves remain subject to customary lender conditions.
Stockholders associated with Wynnefield and Legion have agreed to vote their covered shares for the merger and against specified proposals that could impede it.
The CVR terms say the buyer and the post-closing company have no duty to achieve milestones, but may not act primarily to avoid or reduce milestone payments through
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Cash consideration: $6.28 per share
Potential transaction value: Up to $663.7 million
Premium to closing price: Approximately 49.5%
+5 more
8 metrics
Cash consideration
$6.28 per share
Payable to common shareholders at closing
Potential transaction value
Up to $663.7 million
Assuming full achievement of certain performance milestones
Premium to closing price
Approximately 49.5%
Compared with the September 25, 2026 closing price
Potential consideration
$9.67 per common share or common-stock equivalent
Assuming full performance milestone payments
2028 CVR milestone payment
$30 million
Payment contingent on achievement of the 2028 Performance Milestone
2029 CVR milestone payment
$45 million
Payment contingent on achievement of the 2029 Performance Milestone
2030 CVR milestone payment
$85 million
Payment contingent on achievement of the 2030 Performance Milestone
Series A Preferred Stock Conversion Amount
Approximately $50.2 million
As of June 30, 2026
Key Terms
contingent value right, Conversion Amount, go-shop period, paid in kind, +2 more
6 terms
contingent value right financial
"one non-tradable contingent value right (CVR) per share"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Conversion Amount financial
"cash amount based on the defined Conversion Amount"
go-shop period financial
"a 30-day go-shop period for alternative proposals"
A go‑shop period is a short, agreed window after a sale agreement where the company being acquired can actively seek better offers from other buyers. Think of it as a limited auction allowed after a handshake; it can drive up the final sale price, change the likelihood a deal closes, and alter the risk that the originally announced buyer will be replaced or pay a breakup fee, so investors watch it for potential value or uncertainty.
paid in kind financial
"dividends paid in kind at 7.5% per annum"
Paid in kind means a borrower or issuer settles interest or dividend obligations by issuing more securities (like extra bonds or shares) instead of paying cash. For investors this matters because it preserves the issuer’s cash but increases the number of securities outstanding, which can raise risk of dilution and change the effective return — like taking more coupons on an ongoing purchase instead of paying with money now.
CDMO technical
"fully integrated contract development and manufacturing organization (CDMO)"
A contract development and manufacturing organization (CDMO) is a company that provides specialized services to help develop and produce pharmaceutical products for other businesses. Think of it as a contract factory that takes a company's recipe and makes the product on their behalf. For investors, CDMOs are important because they support the growth of pharmaceutical companies and can be key partners in bringing new medicines to market.
EBITDA financial
"the 2030 milestone is EBITDA-based"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much could Lifecore’s CVRs pay, and what are the milestones?
The CVRs provide for payments of $30 million for the 2028 milestone, $45 million for 2029 and $85 million for 2030, subject to the CVR agreement. The 2028 and 2029 milestones are revenue-based, and the 2030 milestone is EBITDA-based; payment depends on Lifecore achieving the applicable milestones.
Can Lifecore consider another acquisition proposal after signing?
Yes. Lifecore may solicit, consider and negotiate alternative acquisition proposals during the 30-day go-shop period. If the board determines that a bona fide written proposal is a Superior Proposal, the agreement provides Parent four business days to propose revisions or another proposal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Address of principal executive offices)
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(Zip Code)
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(952 ) 368-4300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement
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Merger Agreement
On September 27, 2026, Lifecore Biomedical, Inc. (the “Company” or “Lifecore”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Lifecore Inc., a
Delaware corporation (“Parent”), and Hazel Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Webster Equity Partners (“Webster”).
The Merger Agreement provides that, among other things, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company
surviving the Merger as a wholly owned subsidiary of Parent. The date and time that the Merger becomes effective under Delaware law is referred to as the “Effective Time.” Certain capitalized terms used but not defined herein have the respective
meanings ascribed to them in the Merger Agreement.
Treatment of Outstanding Shares and Equity Awards
At the Effective Time, each share of the Company’s common stock (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time, excluding any Excluded Shares, will be canceled and
cease to exist and be converted into the right to receive $6.28 per share in cash, without interest (the “Base Consideration”) plus one (1) contingent value right per share (each, a “CVR”) (collectively, the “Common Stock Merger
Consideration”). Excluded Shares include shares of Company Common Stock or Company Series A Preferred Stock held by the Company, Parent or Merger Sub, and Dissenting Shares.
At the Effective Time, each share of the Company’s Series A Preferred Stock (the “Company Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time, excluding any Excluded Shares,
will be canceled and cease to exist and be converted into the right to receive an amount in cash per share of Company Series A Preferred Stock equal to the “Conversion Amount” as defined in Section 3 of the Certificate of Designations, Preferences
and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) plus one (1) CVR per share of Company Common Stock into which the Company Series A Preferred Stock is convertible as of immediately prior to the Effective
Time under the Certificate of Designations.
Each CVR represents the right to receive the Milestone Payment Amounts, if any, when and if payable, subject to the terms and conditions set forth in a Contingent Value Rights Agreement (“CVR Agreement”) to be
entered into at or prior to the Effective Time, among Parent, the Company and a rights agent. The CVR Agreement is summarized below.
Under the Merger Agreement, the outstanding Company equity awards will be treated as follows:
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Stock Options: Each Company stock option that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective
Time. Immediately prior to the Effective Time, by virtue of the Merger, each vested Company stock option (after giving effect to the acceleration of vesting) that is then outstanding and unexercised as of immediately before the Effective Time
will be cancelled. If such Company option has a per share exercise price that is less than the Base Consideration, that option will be converted into the right to receive (A) an amount in cash, without interest, equal to the product of (x)
the total number of shares subject to such stock option immediately prior to the Effective Time multiplied by (y) the excess of the amount of the Base Consideration over the applicable exercise price
per Share of such stock option, and (B) one (1) CVR with respect to each share subject to such stock option as of immediately prior to the Effective Time. If such Company stock option has a per share exercise price that is equal to or greater
than the Base Consideration, that stock option will be cancelled at the Effective Time without the payment of consideration for that stock option.
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Restricted Stock Units (RSUs): Each RSU that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will, immediately prior to the Effective Time, by virtue of the Merger, be cancelled and
converted into the right to receive the Common Stock Merger Consideration in respect of each share subject to such RSU award as of immediately prior to the Effective Time.
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Performance Stock Units (PSUs): Each PSU that is outstanding as of immediately prior to the Effective Time, will, immediately prior to the Effective Time, by virtue of the Merger, to the extent unvested, be cancelled and converted
into the right to receive the Common Stock Merger Consideration in respect of (i) such number of shares of Company Common Stock as is determined by the Performance Vesting Percentage (as defined in the applicable PSU award agreement) that
assumes that the Performance Price (as defined in the applicable PSU award agreement) is equal to the Base Consideration, in accordance with the applicable PSU award agreement, and (ii) such additional number of shares of Company Common Stock
as is 10% of the number of PSUs underlying such PSU award at grant.
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All payments in respect of the Company stock options, RSUs and PSUs will be less applicable tax withholding.
If the Merger is consummated, the Company Common Stock will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended.
Recommendation of the Company Board
The Transaction Committee of the Board of Directors of the Company and the Board of Directors of the Company (the “Board”) have unanimously (i) determined that the entry into the Merger Agreement and the
consummation of the transactions contemplated by the Merger Agreement and the CVR Agreement, including the Merger, are advisable, and in the best interest of, the Company and its stockholders, (ii) authorized and approved the execution, delivery and
performance by the Company of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement and the CVR Agreement, including the Merger, and (iii) subject to the terms and conditions of the Merger Agreement,
resolved to recommend that the Company’s stockholders adopt the Merger Agreement and approve the Merger and the transactions contemplated by the Merger Agreement and the CVR Agreement.
Conditions to the Merger
The completion of the Merger is subject to the fulfillment or waiver of certain customary mutual closing conditions, including, (i) the adoption of the Merger Agreement by Company stockholders at a special meeting (the
“Company Required Vote”), (ii) the expiration or termination of the applicable waiting period (or any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), (iii) the other required
governmental consents, registrations, notice or approvals will have been made or obtained, and (iv) the absence of any legal restraint that prohibits, or makes illegal the consummation of the Merger.
In addition, it is a condition to each party’s obligation to consummate the merger that the following agreements between the Company’s subsidiary, Lifecore Biomedical, LLC, and Alcon Research, LLC (“Alcon”) continue to
be in full force and effect (collectively the “Amended Alcon Agreements”): (a) that certain Amended and Restated Supply Agreement, dated May 3, 2023, as amended by Amendment No. 1, dated December 31, 2023, (b) that certain Amended and Restated
Contract Manufacturing Agreement, dated December 31, 2023, as amended by Amendment No. 1, dated May 2, 2024 and Amendment No. 2 dated June 13, 2025 (collectively, the “Alcon Contract Manufacturing Agreement”), and (c) that certain Amendment
No. 3, dated September 24, 2026 and effective November 1, 2026, to the Alcon Contract Manufacturing Agreement.
The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being accurate (subject, in certain cases, to certain customary materiality exceptions)
and the other party having performed in all material respects its covenants and obligations under the Merger Agreement. The obligation of Parent and Merger Sub to consummate the Merger is also conditioned upon there being no Material Adverse Effect
(as defined in the Merger Agreement) that is continuing as of the Effective Time.
Termination and Fees
The Merger Agreement may be terminated prior to the Effective Time, (a) by mutual written consent of Parent and the Company at any time prior to the Effective Time; (b) by either Parent or the Company
if there is a legal restraint that prohibits, or makes illegal the consummation of the Merger and that legal restraint has become final and nonappealable; (c) by either Parent or the Company if the Effective Time has not occurred on or prior to 11:59
p.m. Eastern Time on the Initial Termination Date of June 27, 2027, subject to automatic extension to 11:59 p.m. Eastern Time on September 27, 2027 in the event that on the Initial Termination Date, the condition relating to the HSR Act has not been
satisfied, but all of the other closing conditions have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing); (d) by Parent, if the
Company has breached or failed to perform any of its covenants or agreements, or if any of the representations or warranties of the Company in the Merger Agreement is inaccurate, which breach, failure to perform or inaccuracy would result in a
failure of specified closing conditions, subject in certain cases to an opportunity to cure after notice by Parent; (e) by Parent, if at any time prior to receipt of the Company Required Vote, a Company Adverse Change Recommendation shall have been
made or occurred; (f) by the Company, if Parent or Merger Sub has breached or failed to perform any of its respective covenants or other agreements, or if any of the representations or warranties of Parent or Merger Sub in this Agreement is
inaccurate, which breach, failure to perform or inaccuracy would result in a failure of specified closing conditions, subject in certain cases to an opportunity to cure after notice by the Company; (g) by the Company, at any time prior to the receipt
of the Company Required Vote, in order to accept a Superior Proposal and/or enter into a definitive agreement providing for the consummation of such Superior Proposal; (h) by the Company if (1) all of the mutual conditions and the conditions to
Parent’s and Merger Sub’s obligations have been and continue to be satisfied (other than any such conditions that by their nature are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) or
waived; (2) Parent and Merger Sub fail to consummate the Closing on the date required; (3) the Company has given Parent the required notices that, among other things, the Company stands ready, willing and able to consummate, and will consummate, the
Closing and of the Company’s intention to terminate the Merger Agreement; and (4) the Closing has not been consummated within the period specified by the Merger Agreement; or (i) by either Parent or the Company, if the Company fails to obtain the
Company Required Vote at the Company stockholder meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger.
In the Merger Agreement, the parties have agreed to a Go-Shop Termination Fee of $7,468,287, a Company Termination Fee of $9,957,716, and a Reverse Termination Fee of $16,181,288.
If either the Company or Parent terminates the Merger Agreement due to the failure of the Effective Time to occur prior to the Termination Date or if the Company fails to obtain the Company Required Vote, or if Parent terminates the Merger Agreement due to an uncured breach, failure to perform or inaccuracy by the Company that first occurred following the making of specified
Acquisition Proposals prior to the termination of the Merger Agreement, and in either case there is a specified Acquisition Proposal prior to the termination of the Merger Agreement and within 12 months of such termination of the Merger Agreement, an
Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then the Company must pay Parent the Company Termination Fee concurrently with the earlier of the consummation of such Acquisition
Proposal or entry into the definitive agreement in respect of such Acquisition Proposal.
If Parent terminates the Merger Agreement due to a Company Adverse Change Recommendation or the Company terminates the Merger Agreement due to the failure to obtain the Company Required Vote at any time that Parent has the right to terminate the Merger Agreement due to a Company Adverse Change Recommendation, the Company must promptly
pay Parent the Company Termination Fee.
If the Company terminates the Merger Agreement in order to accept a Superior Proposal and/or enter into a definitive agreement providing for the consummation of such Superior
Proposal, the Company must promptly pay Parent the Company Termination Fee. However, if the Company terminates the Merger Agreement pursuant to an Acquisition Proposal obtained pursuant to the Company’s “go-shop” right to solicit and
consider Acquisition Proposals during the period that will continue until 11:59 p.m. Eastern Time on the date that is 30 days after the date of the public announcement of the Merger, the termination fee payable by the Company will be the Go-Shop
Termination Fee.
Financing
Parent has obtained $400 million in equity financing commitments from affiliates of funds managed by Webster for the purpose of financing in part the transactions contemplated by the Merger Agreement and paying related
fees and expenses. Parent has also obtained a debt financing commitment from two third party lenders and Alcon for the purpose of financing in part the transactions contemplated by the Merger Agreement. In addition, certain affiliates of funds
managed by Webster have guaranteed payment of the Reverse Termination Fee, any monetary damages payable by Parent under certain circumstances, as well as certain reimbursement and indemnification obligations that may be owed by Parent, in each case,
pursuant to the Merger Agreement.
Parent has obtained commitments for debt financing from two third party lenders for an aggregate of $115 million in term loans and an aggregate of $30 million in a revolving credit facility, and from Alcon for $35
million in a term loan, in each case, on the terms set forth in a debt commitment letter. The obligations of the lenders to provide debt financing under the debt commitment letter are subject to customary conditions. Pursuant to the Merger Agreement,
the Company is required to use reasonable best efforts to provide Parent with customary cooperation in connection with the debt financing.
The consummation of the Merger is not subject to any financing condition. The financing pursuant to the debt financing commitment letter and equity commitment letter are sufficient in the aggregate to fund the purchase
price and pay related fees and expenses at closing.
Other Terms of the Merger Agreement
The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, that during the period between signing of the Merger Agreement and the closing, the Company
will, and will cause each of its subsidiaries to, use its commercially reasonable efforts to conduct its business in the ordinary course in all material respects, maintain its existence in good standing, preserve intact its material assets,
properties, contracts, licenses and business organizations, and preserve the current relationships with material customers, vendors, employees, and other persons with which the Company and its subsidiaries have material business relations. The Merger
Agreement also contains customary restrictions on the Company’s actions during the pre-closing period without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.
The parties have agreed to use reasonable best efforts to take all actions necessary, proper or advisable under applicable laws to consummate the Merger, including cooperating to obtain all regulatory approvals
necessary to complete the Merger.
During the period from the date of the Merger Agreement to and continuing until 11:59 p.m. Eastern Time on the date that is 30 days after the date of the public announcement of the Merger (the “Go-Shop Period”),
the Company and its representatives are permitted to solicit, initiate or encourage any Company acquisition proposal and engage in, enter into, continue or otherwise participate in any discussions or negotiations with respect to any Company
acquisition proposal. At the end of the Go-Shop Period until the earlier of the termination of the Merger Agreement and the Effective Time, the Company will cease such activities, and will be subject to customary “no-shop” restrictions on its ability
to solicit third party proposals relating to alternative transactions or to provide information to and engage in discussions with a third party in relation to an alternative transaction, subject to certain customary exceptions. If the Company
receives a bona fide written Acquisition Proposal and the Board determines that such Acquisition Proposal is a Superior Proposal, the Company must provide Parent prior written notice of its intent to either
terminate the Merger Agreement or make a Company Adverse Change Recommendation at least four business days prior to the recommendation or termination. Additionally, the Company will afford the Parent a four-business day period in which to propose
revisions to the Merger Agreement or make another proposal such that the Acquisition Proposal is no longer a Superior Proposal.
The Company is required to call a meeting of its stockholders to vote upon the adoption of the Merger Agreement and, subject to certain exceptions, to recommend that its stockholders vote to adopt the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1
hereto, and is incorporated by reference herein.
The Merger Agreement and the above descriptions have been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent,
Merger Sub or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the
parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger
Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of
representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read
in conjunction with the other information regarding the Company, Parent and Merger Sub and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the Proxy Statement that the Company will file in
connection with the transactions contemplated by the Merger Agreement, as well as in the other filings that the Company will make with the U.S. Securities and Exchange Commission (the “SEC”).
Contingent Value Rights Agreement
At or prior to the Effective Time, Parent, the Company and the Rights Agent will enter into the CVR Agreement, the form of which is attached as Exhibit C to the Merger Agreement. Parent will issue CVRs to holders as
part of the consideration in the Merger for the Common Stock (the “Common Stock CVRs”), for the Company Series A Preferred Stock (“Preferred Stock CVRs”), and for the Company equity awards (the “Equity Award CVRs”).
The CVRs entitle the holder thereof to receive the Milestone Payment Amounts contingent upon the Company’s achievement of the 2028 Performance Milestone, 2029 Performance Milestone and 2030 Performance Milestone, which
are summarized as follows:
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2028 Performance Milestone: (a) Revenues of at least $120 million from customers other than Alcon; and (b) either (i) Revenues of at least $54 million from Alcon or (ii) aggregate Revenues of at least $174 million from all
customers.
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2029 Performance Milestone: (a) Revenues of at least $175 million from customers other than Alcon; and (b) either (i) Revenues of at least $53 million from Alcon or (ii) aggregate Revenues of at least $228 million from all
customers.
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2030 Performance Milestone: Consolidated EBITDA of at least $120 million.
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The Milestone Payments will be $30 million for achievement of the 2028 Performance Milestone, $45 million for achievement of the 2029 Performance Milestone, and $85 million for achievement of the 2030
Performance Milestone, subject to catch-up in 2029 on the 2028 Milestone Payment and other adjustments up to $10 million relating to specified litigation. The CVR entitles holders to partial payments with respect to the 2028 Performance Milestone and
the 2029 Performance Milestone if performance exceeds a certain threshold amount and other specified conditions are met.
As used in the CVR Agreement, the Milestone Payment Amount means, with respect to each Milestone Payment (after giving effect to any adjustment for specified litigation) and the holders, an amount equal to, and in the
following order of priority:
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First, to each Holder of a Common Stock CVR or an Equity Award CVR, the quotient obtained by dividing (i) the applicable Milestone Payment by (ii) the
total number of outstanding CVRs held by such Holders as of the close of business on the last day of the Calendar Year of the applicable Milestone, until each such Holder has received the Catch-Up Amount; and
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Second, to each Holder the quotient obtained by dividing (i) the applicable Milestone Payment (or remainder thereof after clause (a)) by (ii) the total
number of outstanding CVRs held by all Holders as of the close of business on the last day of the Calendar Year of the applicable Milestone.
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The Catch-Up Amount as used in the CVR Agreement will be calculated at closing and will represent the difference between the amount in cash per share of Company Series A Preferred Stock equal to the “Conversion Amount”
and the Base Consideration.
The CVR Agreement provides that through December 31, 2030, neither Parent nor the Company or any other member of the Company Group (or their respective successors and assigns) shall take any action with the primary
purpose of avoiding the obligation to pay, or of reducing, any Milestone Payment Amount, including taking actions specified in the CVR Agreement. Parent and its affiliates (including, after the closing date, the Company as the surviving corporation)
will have the power and right to control all aspects of their businesses and operations (and all of their assets and products). None of Parent or any of its affiliates (including, after the closing date, the Company as the surviving corporation) owes
any fiduciary duty or similar duty to any holder in respect of the CVRs and nothing in the CVR Agreement imposes any obligation on Parent to actually achieve any Milestone.
The CVRs are non-tradeable contractual rights only and not transferable except under certain limited circumstances, will not be certificated or evidenced by any instrument and will not be registered with the SEC or
listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent, the Company or any of their affiliates.
The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is attached as Exhibit C to the Merger
Agreement, which is filed as Exhibit 2.1 hereto, and incorporated by reference herein.
Voting and Support Agreement
Concurrently with the execution of the Merger Agreement, the Company and Parent entered into a Voting and Support Agreement with each of the stockholders associated with Wynnefield Capital, Inc. (the “Wynnefield
Stockholders”), which is attached hereto as Exhibit 10.1, and stockholders associated with Legion Partners Asset Management, LLC (the “Legion Stockholders”), which is attached hereto as Exhibit 10.2. The Wynnefield Stockholders are
affiliated with the Company’s director Nelson Obus. The Legion Stockholders are affiliated with the Company’s director Christopher S. Kiper. The two Voting and Support Agreements are identical other than the names of the stockholders party thereto
and their share holdings.
The Voting and Support Agreement provides that, among other things, the stockholders party thereto will not transfer any shares of Company Common Stock owned as of the date of the agreement or acquired after the date
of the agreement (the “Covered Shares”). Such stockholders also agreed that, at any meeting of the Company’s stockholders such stockholders will vote their Covered Shares (a) in favor of the approval and adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the Merger Agreement, (b) in favor of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes present for there to be a quorum or for the
approval and adoption of the Merger Agreement, and (c) against (i) any action, proposal, transaction, or agreement that would reasonably be expected to result in any condition to the Merger Agreement not being satisfied prior to the termination of
the Merger Agreement or (ii) any Acquisition Proposal or agreement, transaction, or other matter that is intended to or would reasonably be expected to impede, interfere, or materially and adversely affect the consummation of the Merger and the other
transactions contemplated by the Merger Agreement.
The Voting and Support Agreements will continue until the Expiration Time, which is the earliest to occur of (a) the time that the Company Required Vote has been obtained (subject to extensions), (b) the Effective
Time, (c) such date and time as the Merger Agreement shall be validly terminated or (d) upon a Company Adverse Change Recommendation effected by the Company Board in accordance with the Merger Agreement.
The foregoing description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreements, which is attached as
Exhibit 10.1 and Exhibit 10.2 hereto, and incorporated by reference herein.
| Item 7.01 |
Regulation FD
|
On September 28, 2026, the Company and Webster issued a press release announcing entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On September 28, 2026, Paul Josephs, the Company’s Chief Executive Officer, sent an email to the employees of the Company regarding the proposed transaction, which is attached to this report as Exhibit 99.2 and
incorporated herein by reference. Mr. Josephs also provided a presentation to Company employees relating to the proposed transaction that is attached to this report as Exhibit 99.3 and incorporated herein by reference. A transcript of Mr. Josephs’
remarks is also attached to this report as Exhibit 99.4 and incorporated herein by reference. Beginning September 28, 2026, the presentation and recording of the remarks will be available to the Company’s employees for replay on demand.
The information in Item 7.01 of this Current Report on Form 8-K, including the information included in Exhibits 99.1, 99.2, 99.3, and 99.4, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 99.2,
99.3, and 99.4 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
2.1
|
Agreement and Plan of Merger, by and among Lifecore Inc., Hazel Merger Sub, Inc. and Lifecore Biomedical, Inc. dated as of
September 27, 2026. †
|
|
|
10.1
|
Voting and Support Agreement, entered into as of September 27, 2026, by and among Lifecore Inc., Lifecore Biomedical, Inc. and Wynnefield Stockholders identified therein.
|
|
|
10.2
|
Voting and Support Agreement, entered into as of September 27, 2026, by and among Lifecore Inc., Lifecore Biomedical, Inc. and Legion Stockholders identified therein.
|
|
|
99.1
|
Joint Press Release of Lifecore Biomedical, Inc. and Webster Equity Partners, dated September 28, 2026.
|
|
|
99.2
|
Email From CEO Paul Josephs to Employees of Lifecore Biomedical, Inc. dated September 28, 2026.
|
|
|
99.3
|
Presentation to Employees of Lifecore Biomedical, Inc., dated September 28, 2026.
|
|
|
99.4
|
Transcript of CEO Remarks Accompanying Employee Presentation, dated September 28, 2026.
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.
|
*
|
*
|
*
|
Caution Regarding Forward-Looking Statements
Any statements in this Current Report on Form 8-K regarding the Company’s future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “plan”,
“forecast,” “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements
include, but are not limited to, statements relating to the expected timing of the Merger, closing conditions relating to the Merger, and expectations, goals, projections and benefits relating to the Merger, as well as other statements regarding
Lifecore’s goals, intentions and expectations, business plan and growth strategies, and the anticipated future performance of Lifecore, whether with respect to the Merger or otherwise.
Forward-looking statements are not historical facts but instead express only the Company’s management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside
of management’s control. Actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and uncertainties, including, but not limited to: (1) the
proposed Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of its common stock; (2) the failure to satisfy any of the conditions to the consummation of the transaction, including
the receipt of certain regulatory approvals; (3) the failure to obtain stockholder approval of the Merger; (4) the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the transaction
agreement, including in circumstances requiring Lifecore to pay a termination fee; (5) the risk that the Company’s rights under the Merger Agreement to pursue or consider a “Superior Proposal” will not result in a “Superior Proposal”; (6) the value
to stockholders from the contingent value rights (CVRs) that Lifecore will distribute to its stockholders is uncertain and the holders of the CVRs may receive less-than-anticipated payments (or no payments) with respect to the CVRs after the closing
of the proposed Merger; (7) the proposed Merger and its announcement could have an adverse effect on the ability of Lifecore to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and
other business relationships and on its operating results and business generally; (8) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (9) unexpected costs, charges or expenses resulting from
the proposed Merger; (10) potential litigation relating to the proposed Merger that could be instituted against the parties to the transaction agreement or their respective directors, managers or officers, including the effects of any outcomes
related thereto; (11) certain restrictions during the pendency of the proposed Merger that may impact the Company’s ability to make changes in its business, pursue certain business opportunities or strategic transactions; (12) uncertainties
pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future interest rates and changes in tax and other laws, regulations, rates and policies, and (13) the effect of the
announcement or pendency of the transaction on the Company’s business, operating results and relationships with collaborators, vendors, competitors and others. Please refer to the Company’s annual report to stockholders, which is the Transition
Report on Form 10-KT for the transition period from May 26, 2025 to December 31, 2025, filed with the SEC on March 16, 2026, as well as the Company’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that
could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed Merger
or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, the Company does not undertake any obligation to update any
forward-looking information contained in this Current Report on Form 8-K, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed Merger, the Company will file with the SEC a definitive proxy statement relating to a special meeting of the Company’s stockholders to approve the Merger Agreement and the Merger.
The Company urges investors and securityholders to read the proxy statement and other relevant documents filed or to be filed with the SEC carefully as they
become available, as well as any amendments or supplements to these documents, because they will contain important information.
Investors and securityholders will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at
www.sec.gov. Investors and securityholders also will be able to obtain a free copy of the proxy statement and other documents (when available) filed by the Company with the SEC by accessing the investor relations section of the Company’s website at
https://ir.lifecore.com or by calling (952) 368-4300. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement, this Current Report on Form 8-K or
any other document that the Company files with or furnishes to the SEC.
Participants in the Solicitation
This Current Report on Form 8-K does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. The Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Merger.
Information regarding the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (1) in the Company’s definitive
proxy statement for its 2026 Annual Meeting of Stockholders, including under the headings “Proposal No. 1: Election of Directors,” “Corporate Governance and Board Matters – Executive Officers of the Company,” “Compensation Discussion and Analysis,”
“Executive Compensation and Related Information,” “Stock Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions,” which was filed with the SEC on April 24, 2026, and (2) to the extent holdings
of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on
Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC. These documents can be obtained free of
charge in the manner described above under “Additional Information and Where to Find It.”
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 28, 2026
|
LIFECORE BIOMEDICAL, INC.
|
||
|
By:
|
/s/ Paul Josephs
|
|
|
Paul Josephs
|
||
|
|
President and Chief Executive Officer
|
|
Exhibit 99.1
Lifecore Biomedical to be Acquired by Webster Equity Partners
|
•
|
Lifecore Common Stockholders to Receive $6.28 per Share in Cash at Closing,
Representing a 49.5% Premium
|
|
•
|
Lifecore Series A Preferred Stockholders Will Receive Required “Conversion Amount” per Share in Cash at Closing
|
|
•
|
Both Common Stockholders and Series A Preferred Stockholders Will Receive Contingent Value Rights (CVRs) for Up to $160 Million in Aggregate Cash Payments
Contingent Upon Achieving Performance Milestones
|
|
•
|
Stockholders May Receive Up to $9.67 per Common Equivalent in Combined Cash and CVR at Full Performance Milestone Payments
|
|
•
|
Transaction Expected to Support Lifecore’s Growth Objectives
|
CHASKA, Minn. and WALTHAM, Mass. September 28, 2026. Lifecore Biomedical, Inc. (Nasdaq: LFCR) today announced that it has entered into a definitive agreement to be acquired by Webster Equity Partners in a transaction valued at up to $663.7 million, assuming full achievement of certain
performance milestones.
“We are thrilled to announce this exciting transaction which we believe will support
Lifecore’s next phase of growth,” said Paul Josephs, President and Chief Executive Officer of Lifecore. “Lifecore is approaching an exciting inflection point, with the potential for numerous programs to commercialize by the end of 2028. Following consideration of a range of alternatives, we believe that Webster Equity Partners shares our vision for maximizing Lifecore’s business and will provide us with additional resources and expertise to accelerate our growth. For our stockholders, this transaction delivers immediate and compelling value and is a testament to the contributions of the many stakeholders whose
support, dedication, and hard work made this agreement possible.”
Matthew Beer, Partner at Webster Equity Partners, said, “Our team is very excited to partner with Lifecore. Webster’s mission is to invest in and develop purpose-driven organizations that are dedicated to providing best-of-class service to customers. It is clear that
Lifecore not only shares these goals but represents an exciting opportunity for growth in the mid-term and beyond. We are eager to pair our resources and experience with Lifecore’s CDMO expertise and capabilities as we pursue organizational
excellence and sustainable profitability.”
Under the terms of the agreement, an entity affiliated with Webster Equity Partners will acquire all outstanding Lifecore common stock for $6.28 per share in cash at closing plus one non-tradable contingent value
right (CVR) per share. The holders of the Lifecore Series A Preferred Stock will be entitled to a payment in cash at closing equal to the “Conversion Amount” as defined in the Certificate of Designations relating to the Series A Preferred Stock
as of the closing date, plus one non-tradable CVR per share of common stock into which the Series A Preferred Stock is convertible as of closing. As of June 30, 2026, the Conversion Amount was approximately $50.2 million, which represents an
amount equal to $6.53 per share of Lifecore common stock into which the Series A Preferred Stock would have been converted as of such date. The Conversion Amount will be increased by dividends accrued through closing. The Series A Preferred
Stock accrue dividends paid in kind at 7.5% per annum.
The initial cash consideration of $6.28 per share of common stock represents a premium of approximately 49.5% to Lifecore’s closing price on September
25, 2026, the last full trading day prior to signing the merger agreement. Assuming full CVR performance milestone payments of $160 million, the aggregate potential merger consideration of $9.67 per share of common stock or common stock equivalent
represents a premium of approximately 130.2% to Lifecore’s closing price on September 25, 2026, the last full trading day prior to signing the merger agreement.
Additional Transaction Details
The transaction is expected to close at the end of the fourth quarter 2026, subject to the approval of Lifecore’s stockholders, the receipt of required
regulatory approvals, and the satisfaction of certain other closing conditions. The Lifecore Transaction Committee and Lifecore Board of Directors have unanimously approved the merger agreement and recommend that Lifecore stockholders vote their
shares to approve the transaction and adopt the merger agreement.
Webster Equity Partners has secured committed financing for the transaction. It has delivered to
Lifecore a debt financing commitment letter from MidCap Financial Trust, MSD Partners, L.P. and Alcon Research, LLC, and an equity commitment letter from funds advised by
Webster Equity Partners that, in the aggregate, are sufficient to fund the purchase price and pay related fees and expenses at closing.
Upon completion of the transaction, Lifecore’s common stock will be delisted from the Nasdaq stock market. The Company expects to maintain its
headquarters in Chaska, Minnesota, and to continue to operate under the Lifecore name and brand following closing.
The merger agreement includes a 30-day “go-shop” period, during which time Lifecore and its advisors may solicit, consider and negotiate alternative
acquisition proposals from third parties. The Lifecore Board of Directors will have the right to terminate the merger agreement to enter into a transaction providing for a superior proposal, subject to the terms and conditions of the merger
agreement. There can be no assurance that this process will or will not result in a superior proposal. Lifecore does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.
As noted above, a non-tradable CVR will be issued to Lifecore stockholders and certain
equity award holders at closing, and the rights of the CVR holders will be governed by the CVR agreement following closing. Under the CVR agreement, the CVR holders will receive cash payments contingent upon Lifecore’s achievement of
revenue-based performance milestones for 2028 and 2029 and an EBITDA-based performance milestone for 2030. The payout on the CVRs is $30 million for achievement of the 2028 performance milestone, $45 million for achievement of the 2029
performance milestone, and $85 million for achievement of the 2030 performance milestone, subject to catch-up in 2029 on the 2028 milestone payment and other adjustments. In the aggregate, stockholders may receive up to $9.67 per share of common
stock or common stock equivalent based upon the cash consideration at closing and assuming full performance milestone payments of $160 million in the aggregate.
2
The following table provides an illustration of the CVR performance milestones, milestone payments, and milestone payment amounts per share of common
stock and Series A Preferred Stock, assuming full payment of each CVR milestone, which cannot be assured (in millions except per share amounts):
Cash at
Closing
|
Milestone Payment and Year
|
||||
|
$30
|
$45
|
$85
|
Total
|
||
|
CVR Performance Milestones
|
2028
|
2029
|
2030
|
||
|
(a) Revenue from all customers excluding Alcon AND
|
$120
|
$175
|
n/a
|
||
|
(b) either
|
|||||
|
(i) Revenue from Alcon OR
|
$54
|
$53
|
n/a
|
||
|
(ii) Revenue from all customers
|
$174
|
$228
|
n/a
|
||
|
Consolidated EBITDA
|
n/a
|
n/a
|
$120
|
||
|
Common Stock Per Share (3)
|
$6.28
|
$0.67
|
$0.94
|
$1.78
|
$9.67
|
|
Series A Preferred Stock Per Common Equivalent (4)
|
$6.53
|
$0.42
|
$0.94
|
$1.78
|
$9.67
|
(1) Subject to scaling factor and catch-up payment as further described in the CVR agreement.
(2) Subject to scaling factor as further described in the CVR agreement.
(3) Cash closing merger consideration is a fixed amount of $6.28 per share of common stock. CVR amounts per share of common stock include CVRs issuable
at closing to holders of certain Company equity awards in accordance with the terms of the merger agreement, based upon shares of common stock and Company equity awards outstanding as of the date of the merger agreement.
(4) For Series A Preferred Stock, $6.53 represents amount per share of Lifecore common stock into which the Series A Preferred Stock would be
converted. In the case of the CVR amounts for the Series A Preferred Stock, assumes the number of shares of Series A Preferred Stock outstanding as of December 31, 2026 and treatment in accordance with the Certificate of Designations relating to
the Series A Preferred Stock.
The table above is illustrative only and qualified in its entirety by the terms and conditions of the Merger Agreement and the CVR agreement, and
excludes any adjustment for litigation as specified in the CVR agreement. CVR amounts per share will change based upon the number of outstanding shares of common stock, shares of Series A Preferred Stock and shares underlying certain Company equity
awards, as well as the Conversion Amount, as of the closing date of the proposed Merger.
Advisors
Bourne Capital Partners, L.L.C. is serving as exclusive M&A advisor to Lifecore.
Craig-Hallum Capital Group LLC also served as a financial advisor to the Transaction Committee and the Board of Directors of Lifecore. Ballard Spahr LLP is serving as legal counsel to Lifecore and its Board of Directors. Zukerman Gore Brandeis
& Crossman, LLP is serving as legal counsel to the Lifecore Transaction Committee. Morgan Stanley & Co. LLC is serving as the
exclusive financial advisor and Goodwin Procter LLP is serving as legal counsel to Webster Equity Partners.
About Lifecore Biomedical
Lifecore Biomedical, Inc. (Nasdaq: LFCR) is a fully integrated contract development and manufacturing organization (CDMO) that offers highly differentiated
capabilities in the development, fill and finish of sterile injectable pharmaceutical products in syringes, vials, and cartridges, including complex formulations. As a leading manufacturer of premium, injectable-grade hyaluronic acid, Lifecore
brings more than 40 years of expertise as a partner for global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories to bring their innovations to market. For more information about the company, visit
Lifecore’s website at www.lifecore.com. The contents of Lifecore’s website are not incorporated by reference into this press release.
3
About Webster Equity Partners
Webster Equity Partners is a leading middle market private equity firm focused exclusively on investing in healthcare services companies. The
firm partners with exceptional management teams to drive growth and value creation through strategic guidance, operational support, governance, industry relationships, and disciplined long-term capital deployment. Webster is based in Waltham,
Massachusetts. For more information, please visit www.websterequitypartners.com. The contents of Webster’s website are not incorporated by reference into this press release.
Caution Regarding Forward-Looking Statements
This communication relates to the proposed transaction pursuant to which Lifecore Biomedical, Inc. (“Lifecore” or the “Company”) will be acquired by Lifecore Inc., a
Delaware corporation (“Parent”). Pursuant to an Agreement and Plan of Merger dated September 27, 2026 (the “Merger Agreement”), Hazel Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, will be merged
with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Webster Equity Partners.
This communication contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “plan”, “forecast,” “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or
conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the Merger, closing
conditions relating to the Merger, and expectations, goals, projections and benefits relating to the Merger, as well as other statements regarding Lifecore’s goals, intentions and expectations, business plan and growth strategies, and the
anticipated future performance of Lifecore, whether with respect to the Merger or otherwise.
Forward-looking statements are not historical facts but instead express only Lifecore’s management’s beliefs regarding future results or events, many of which, by
their nature, are inherently uncertain and outside of management’s control. Actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and
uncertainties, including, but not limited to: (1) the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Lifecore’s business and the price of its common stock; (2) the failure to satisfy any of the
conditions to the consummation of the transaction, including the receipt of certain regulatory approvals; (3) the failure to obtain stockholder approval of the transaction; (4) the occurrence of any fact, event, change, development or circumstance
that could give rise to the termination of the transaction agreement, including in circumstances requiring Lifecore to pay a termination fee; (5) the risk that Lifecore’s rights under the Merger Agreement to pursue or consider a “Superior Proposal”
will not result in a “Superior Proposal”; (6) the value to stockholders from the contingent value rights (CVRs) that Lifecore will distribute to its stockholders is uncertain and the holders of the CVRs may receive less-than-anticipated payments
(or no payments) with respect to the CVRs after the closing of the proposed transaction; (7) the proposed transaction and its announcement could have an adverse effect on the ability of Lifecore to retain and hire key personnel and to maintain
relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally; (8) risks related to the diversion of management’s attention from Lifecore’s ongoing
business operations; (9) unexpected costs, charges or expenses resulting from the proposed transaction; (10) potential litigation relating to the proposed transaction that could be instituted against the parties to the transaction agreement or
their respective directors, managers or officers, including the effects of any outcomes related thereto; (11) certain restrictions during the pendency of the proposed transaction that may impact Lifecore’s ability to make changes in its business,
pursue certain business opportunities or strategic transactions; (12) uncertainties pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future interest rates and changes in
tax and other laws, regulations, rates and policies, and (13) the effect of the announcement or pendency of the transaction on Lifecore’s business, operating results and relationships with collaborators, vendors, competitors and others. Please
refer to Lifecore’s annual report to stockholders, which is the Transition Report on Form 10-KT for the transition period from May 26, 2025 to December 31, 2025, filed with the SEC on March 16, 2026, as well as Lifecore’s other filings with the
SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All
subsequent written and oral forward-looking statements concerning the proposed Merger or other matters attributable to Lifecore or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except
as required by law, Lifecore does not undertake any obligation to update any forward-looking information contained in this communication, whether as a result of new information, future events, or otherwise.
4
Additional Information and Where to Find It
In connection with the proposed acquisition of Lifecore by an affiliate of Webster Equity Partners, Lifecore will file with the SEC a definitive proxy statement
relating to a Lifecore special meeting of stockholders to approve the Merger Agreement and the Merger.
Lifecore urges you to read the proxy statement and other relevant documents filed or to be filed with the SEC
carefully as they become available, as well as any amendments or supplements to these documents, because they will contain important information.
You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by Lifecore with the SEC at the website maintained by
the SEC at www.sec.gov. You also will be able to obtain a free copy of the proxy statement and other documents (when available) filed by Lifecore with the SEC by accessing the investor relations section of Lifecore’s website at
https://ir.lifecore.com or by calling (952) 368-4300. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement or
any other document that Lifecore files with or furnishes to the SEC.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Lifecore and its directors and
executive officers may be deemed to be participants in the solicitation of proxies from Lifecore stockholders in connection with the proposed transaction.
Information regarding the directors and executive officers of Lifecore, including a description of their direct or indirect interests, by security holdings or
otherwise, is set forth (1) in Lifecore’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, including under the headings “Proposal No. 1: Election of Directors,” “Corporate Governance and Board Matters – Executive Officers of
the Company,” “Compensation Discussion and Analysis,” “Executive Compensation and Related Information,” “Stock Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions,” which was filed with
the SEC on April 24, 2026, and (2) to the extent holdings of Lifecore’s securities by its directors or executive officers have changed since the amounts set forth in Lifecore’s definitive proxy statement for its 2026 Annual Meeting of Stockholders,
such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with
the SEC. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Contacts:
For Lifecore:
Ryan D. Lake (CFO)
Lifecore Biomedical
952-368-6244
ryan.lake@lifecore.com
Stephanie Diaz (Investors)
Vida Strategic Partners
415-675-7401
sdiaz@vidasp.com
Jennifer Arcure (Media)
Vida Strategic Partners
917-603-0681
jarcure@vidasp.com
For Webster Equity Partners:
IR@websterequitypartners.com
5
Exhibit 99.2
Email from CEO of Lifecore Biomedical, Inc.
September 28, 2026
Lifecore Team,
I’m reaching out to share an exciting and important update about our company and the future we are building together. Lifecore Biomedical has entered into a merger agreement to be acquired by Webster Equity Partners in a transaction valued at up to approximately $663.7 million. Under the merger agreement, holders of common stock will receive $6.28 per share in cash at closing. Holders of common stock also will receive a right to potential future cash
payments of $3.39 per share, based upon company achievement of performance milestones in 2028-2030 and assuming full performance milestone payments of $160 million in the aggregate. Upon completion
of the transaction, Lifecore will no longer be a public reporting company, and our stock will not be publicly traded.
Through the dedicated efforts of our employees, we have built a solid foundation as a fully integrated CDMO. We believe Lifecore is at an inflection point and, with the right partnership, we can accelerate our next phase of growth and unlock our
full potential. Webster Equity Partners shares our excitement in maximizing the potential of our business. Now is the right time to move forward with new ownership that will support acceleration of our exciting growth plans.
Next Steps: Business as Usual
While we are announcing this transaction today, it is subject to customary closing conditions and the receipt of stockholder approval and transaction-related regulatory approval, and it is expected to close at the end of Q4 2026. During this
process, we should conduct business as usual at Lifecore. We should continue to do our best work to maximize our 2026 results. Our number one business priority is our customers and providing them with the exceptional technical expertise, quality,
and service that are the hallmarks of Lifecore’s business. By doing so, we will maintain the momentum we are building and continue it into our next chapter.
How To Learn More
We will keep you informed as we move forward, starting with an all-employee meeting today at 9:00 a.m. CT. An invitation will be sent by the IT team, and I encourage you all to join. A recording of the presentation at the all-employee meeting
will be available later today. In the meantime, you can read more about the transaction in the press release that we issued today, which is attached to this message. As you learn more about this potential transaction, I am confident that you will
share my excitement about the possibilities ahead.
This news may lead to increased interest in our company. Please direct any inquiries from the media, stockholders, or other external parties to me or Ryan Lake.
I’m grateful for your contributions that have gotten us to this point and made Lifecore such an attractive opportunity for a successful and well-respected firm like Webster Equity Partners. On behalf of the Lifecore Board of Directors and
leadership team, thank you all for your hard work and dedication.
Paul
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Paul Josephs | President and Chief Executive Officer
Lifecore Biomedical, Inc.
3515 Lyman Blvd
Chaska, MN 55318
Direct: [***]
[***] | www.lifecore.com
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* * *
Caution Regarding Forward-Looking Statements
This communication relates to the proposed transaction pursuant to which Lifecore Biomedical, Inc. (“Lifecore” or the “Company”) will be acquired by Lifecore Inc., a Delaware corporation (“Parent”). Pursuant to an
Agreement and Plan of Merger dated September 27, 2026 (the “Merger Agreement”), Hazel Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, will be merged with and into the Company (the “Merger”), with the
Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Webster Equity Partners.
This communication contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always,
be identified by the use of words like “believe”, “continue”, “pattern”, “plan”, “forecast,” “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”,
“might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the Merger, closing conditions relating to the Merger, and expectations, goals,
projections and benefits relating to the Merger, as well as other statements regarding Lifecore’s goals, intentions and expectations, business plan and growth strategies, and the anticipated future performance of Lifecore, whether with respect to
the Merger or otherwise.
Forward-looking statements are not historical facts but instead express only Lifecore’s management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of
management’s control. Actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and uncertainties, including, but not limited to: (1) the
proposed transaction may not be completed in a timely manner or at all, which may adversely affect Lifecore’s business and the price of its common stock; (2) the failure to satisfy any of the conditions to the consummation of the transaction,
including the receipt of certain regulatory approvals; (3) the failure to obtain stockholder approval of the transaction; (4) the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the
transaction agreement, including in circumstances requiring Lifecore to pay a termination fee; (5) the risk that Lifecore’s rights under the Merger Agreement to pursue or consider a “Superior Proposal” will not result in a “Superior Proposal”; (6)
the value to stockholders from the contingent value rights (CVRs) that Lifecore will distribute to its stockholders is uncertain and the holders of the CVRs may receive less-than-anticipated payments (or no payments) with respect to the CVRs after
the closing of the proposed transaction; (7) the proposed transaction and its announcement could have an adverse effect on the ability of Lifecore to retain and hire key personnel and to maintain relationships with customers, vendors, partners,
employees, stockholders and other business relationships and on its operating results and business generally; (8) risks related to the diversion of management’s attention from Lifecore’s ongoing business operations; (9) unexpected costs, charges or
expenses resulting from the proposed transaction; (10) potential litigation relating to the proposed transaction that could be instituted against the parties to the transaction agreement or their respective directors, managers or officers,
including the effects of any outcomes related thereto; (11) certain restrictions during the pendency of the proposed transaction that may impact Lifecore’s ability to make changes in its business, pursue certain business opportunities or strategic
transactions; (12) uncertainties pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future interest rates and changes in tax and other laws, regulations, rates and
policies, and (13) the effect of the announcement or pendency of the transaction on Lifecore’s business, operating results and relationships with collaborators, vendors, competitors and others. Please refer to Lifecore’s annual report to
stockholders, which is the Transition Report on Form 10-KT for the transition period from May 26, 2025 to December 31, 2025, filed with the SEC on March 16, 2026, as well as Lifecore’s other filings with the SEC, for a more detailed discussion of
risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking
statements concerning the proposed Merger or other matters attributable to Lifecore or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Lifecore does not
undertake any obligation to update any forward-looking information contained in this communication, whether as a result of new information, future events, or otherwise.
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Additional Information and Where to Find It
In connection with the proposed acquisition of Lifecore by an affiliate of Webster Equity Partners, Lifecore will file with the SEC a definitive proxy statement relating to a Lifecore special meeting of stockholders
to approve the Merger Agreement and the Merger.
Lifecore urges you to read the proxy statement and other relevant documents filed or to be filed with the SEC carefully as they become available, as well as
any amendments or supplements to these documents, because they will contain important information.
You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by Lifecore with the SEC at the website maintained by the SEC at www.sec.gov. You also will be able to
obtain a free copy of the proxy statement and other documents (when available) filed by Lifecore with the SEC by accessing the investor relations section of Lifecore’s website at https://ir.lifecore.com or by calling (952) 368-4300. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement or any other document that Lifecore files with or furnishes to the SEC.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Lifecore and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Lifecore stockholders in connection with the proposed transaction.
Information regarding the directors and executive officers of Lifecore, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (1) in Lifecore’s definitive
proxy statement for its 2026 Annual Meeting of Stockholders, including under the headings “Proposal No. 1: Election of Directors,” “Corporate Governance and Board Matters – Executive Officers of the Company,” “Compensation Discussion and Analysis,”
“Executive Compensation and Related Information,” “Stock Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions,” which was filed with the SEC on April 24, 2026, and (2) to the extent
holdings of Lifecore’s securities by its directors or executive officers have changed since the amounts set forth in Lifecore’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on
Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC. These documents can be obtained free of
charge in the manner described above under “Additional Information and Where to Find It.”
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Exhibit 99.3
EXHIBIT 99.4
Lifecore Biomedical, Inc.
Transcript of CEO Remarks Accompanying Employee Presentation
September 28, 2026
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Slide 1
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Good morning, everyone, and thank you for joining me today. As you know, we’re here to talk about the exciting announcement we made this morning about Lifecore’s new path forward.
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Slide 2
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Before we get started, I want to caution you about some of the statements that I will be making today, which are “forward looking statements” that are subject to risks.
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Slide 3
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This slide describes the additional information that is available or will be available in the future and how you can find it. This presentation will be filed with the SEC and will be posted internally so you can refer back to this slide
if needed.
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Slide 4
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Today, we announced that Lifecore has entered into a definitive merger agreement to be acquired by an affiliate of Webster Equity Partners, who are experienced healthcare investors. At closing,
Lifecore will be acquired and become privately held, and our common stock will no longer be listed on any stock exchange.
At closing, common stockholders will receive $6.28 per share in cash. Each common stockholder will also receive a contingent value right, or CVR, per share. The CVRs are an opportunity for holders to receive future cash payments of up
to $160 million in the aggregate based on Lifecore’s achievement of performance milestones in 2028, 2029 and 2030. The transaction also includes a “go shop” period which I will explain further in a few moments. At closing, all of Lifecore’s
stock will be acquired in the merger and Lifecore will be a portfolio company of Webster Equity Partners.
Pending stockholder and regulatory approvals and other closing conditions, we expect the transaction to close at the end of the fourth quarter of 2026. As a public company, we are subject to restrictions on what we can share and when.
We’ve tried to anticipate your questions and provide answers within this presentation. After I conclude, we will also have a live Q&A session to address any remaining questions.
As highly engaged colleagues, I imagine one of your greatest concerns is our future here at Lifecore. Post-close, we expect that Lifecore Biomedical will continue to operate under our Lifecore name and brand. We also expect that we will
maintain our headquarters here in Chaska. Also, please keep in mind that, until closing, Lifecore remains an independent public company.
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Slide 5
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One question that you may have is why sell Lifecore, why now. I would like to take a moment to give some insight into our Lifecore Board’s process.
Our team has been working hard over the last several years to grow as a high performing, fully integrated CDMO. As you have heard me say before, I believe that Lifecore is approaching an exciting inflection point in our business. The opportunity to accelerate that next phase of growth and unlock our full potential is what has made Lifecore attractive as an
acquisition candidate. Consistent with its fiduciary duties, our Lifecore Board engaged in a thoughtful process and weighed the potential benefits and risks of our standalone plan and other alternatives against the proposal put forward by
Webster Equity Partners.
After consideration and with advice from financial and legal advisors, our Lifecore Board concluded that this transaction was in the best interests of our stockholders and unanimously approved
it.
As I mentioned, the transaction includes a “go-shop” period—a time in which we will be able to actively solicit and evaluate superior
offers, if any are received, for a 30-day period after signing. This also is a key aspect of the Board’s fiduciary duty to ensure that we maximize stockholder value.
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Slide 6
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I want to highlight other aspects of the merger agreement that are relevant to our employee community.
First, we do not expect to make any organizational changes between now and closing, except that we do intend to hire to backfill some open and new positions consistent with our plan. Our 2026 Annual Bonus Plan, and our performance goals
and bonus opportunities, remain unchanged. This aligns with our “business as usual” approach between now and closing.
The transaction will not result in any changes to base salary, bonus opportunity, and other employee benefits.
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Slide 7
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Before moving on to share some details about Webster, I’d like to acknowledge that this transaction is a testament to the strength of our company and our team. Webster is investing in us because they
believe in our potential to grow and support more customers and more commercial programs.
Webster Equity Partners has a strong focus and successful track record working in healthcare, including experience with pharma and CDMO organizations. They bring a collaborative approach to partnering with great
companies like ours, and they share our excitement in maximizing the potential of our business.
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Slide 8
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Most importantly, today’s announcement does not change our priorities. Our number one business priority remains meeting our customer commitments, with no change in daily activities. We need to deliver a strong
finish to the year. As I mentioned, our 2026 Annual Bonus Plan remains the same, and we will continue to be measured against the Plan’s goals. What we achieve during the remainder of 2026 will have a
meaningful impact on our future success in 2027 and beyond.
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Slide 9
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I’m sure many of you are wondering what’s next as this transaction moves forward. Since this proposed acquisition was publicly announced via press release today, the “go-shop” period begins immediately. We expect this transaction to
close at the end of the fourth quarter 2026. This transaction is subject to closing conditions, including approval by Lifecore’s stockholders and receipt of required regulatory approval. We will work through these processes as we continue
to operate with a business-as-usual mindset. Let’s continue to do our best work executing against our 2026 goals and objectives.
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Slide 10
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Finally, I’m excited to share some additional, impactful news about our future. We have signed a three year extension to our Manufacturing Agreement with Alcon, running through 2034. This important achievement is a result of our focus
on growth by maximizing our existing commercial business. We look forward to sharing more details about this extension soon.
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Slide 11
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To conclude, this is an exciting day for Lifecore and I am energized by our future. I’m incredibly grateful for your contributions that have gotten us to this point, and I know that you will all continue to drive our success going
forward.
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Caution Regarding Forward-Looking Statements
This communication relates to the proposed transaction pursuant to which Lifecore Biomedical, Inc. (“Lifecore” or the “Company”) will be acquired by Lifecore Inc., a Delaware corporation (“Parent”). Pursuant to an Agreement and Plan of Merger
dated September 27, 2026 (the “Merger Agreement”), Hazel Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, will be merged with and into the Company (the “Merger”), with the Company surviving the Merger
as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Webster Equity Partners.
This communication contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of
words like “believe”, “continue”, “pattern”, “plan”, “forecast,” “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or
similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the Merger, closing conditions relating to the Merger, and expectations, goals, projections and benefits relating
to the Merger, as well as other statements regarding Lifecore’s goals, intentions and expectations, business plan and growth strategies, and the anticipated future performance of Lifecore, whether with respect to the Merger or otherwise.
3
Forward-looking statements are not historical facts but instead express only Lifecore’s management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. Actual
results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and uncertainties, including, but not limited to: (1) the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect Lifecore’s business and the price of its common stock; (2) the failure to satisfy any of the conditions to the consummation of the transaction, including the receipt of certain
regulatory approvals; (3) the failure to obtain stockholder approval of the transaction; (4) the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the transaction agreement, including in
circumstances requiring Lifecore to pay a termination fee; (5) the risk that Lifecore’s rights under the Merger Agreement to pursue or consider a “Superior Proposal” will not result in a “Superior Proposal”; (6) the value to stockholders from the
contingent value rights (CVRs) that Lifecore will distribute to its stockholders is uncertain and the holders of the CVRs may receive less-than-anticipated payments (or no payments) with respect to the CVRs after the closing of the proposed
transaction; (7) the proposed transaction and its announcement could have an adverse effect on the ability of Lifecore to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and
other business relationships and on its operating results and business generally; (8) risks related to the diversion of management’s attention from Lifecore’s ongoing business operations; (9) unexpected costs, charges or expenses resulting from the
proposed transaction; (10) potential litigation relating to the proposed transaction that could be instituted against the parties to the transaction agreement or their respective directors, managers or officers, including the effects of any
outcomes related thereto; (11) certain restrictions during the pendency of the proposed transaction that may impact Lifecore’s ability to make changes in its business, pursue certain business opportunities or strategic transactions; (12)
uncertainties pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future interest rates and changes in tax and other laws, regulations, rates and policies, and (13) the
effect of the announcement or pendency of the transaction on Lifecore’s business, operating results and relationships with collaborators, vendors, competitors and others. Please refer to Lifecore’s annual report to stockholders, which is the
Transition Report on Form 10-KT for the transition period from May 26, 2025 to December 31, 2025, filed with the SEC on March 16, 2026, as well as Lifecore’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and
factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the
proposed Merger or other matters attributable to Lifecore or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Lifecore does not undertake any obligation to
update any forward-looking information contained in this communication, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed acquisition of Lifecore by an affiliate of Webster Equity Partners, Lifecore will file with the SEC a definitive proxy statement relating to a Lifecore special meeting of stockholders to approve the Merger
Agreement and the Merger.
Lifecore urges you to read the proxy statement and other relevant documents filed or to be filed with the SEC carefully as they become available, as well as any amendments or
supplements to these documents, because they will contain important information.
4
You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by Lifecore with the SEC at the website maintained by the SEC at www.sec.gov. You also will be able to obtain a free copy of the
proxy statement and other documents (when available) filed by Lifecore with the SEC by accessing the investor relations section of Lifecore’s website at https://ir.lifecore.com or by calling (952) 368-4300.
The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement or any other document that Lifecore files with or furnishes to the SEC.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. The Company and its directors and executive officers may be deemed to be participants in the solicitation of
proxies from Lifecore stockholders in connection with the proposed transaction.
Information regarding the directors and executive officers of Lifecore, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (1) in Lifecore’s definitive proxy statement for its 2026
Annual Meeting of Stockholders, including under the headings “Proposal No. 1: Election of Directors,” “Corporate Governance and Board Matters – Executive Officers of the Company,” “Compensation Discussion and Analysis,” “Executive Compensation and
Related Information,” “Stock Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions,” which was filed with the SEC on April 24, 2026, and (2) to the extent holdings of Lifecore’s securities
by its directors or executive officers have changed since the amounts set forth in Lifecore’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial
Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC. These documents can be obtained free of charge in the manner described
above under “Additional Information and Where to Find It.”
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