Sharecare (Nasdaq: SHCR), the digital health company that helps
people manage all their health in one place, announced today that
it has entered into a definitive agreement to be acquired by an
affiliate of Altaris, LLC, an investment firm exclusively focused
on the healthcare industry.
Under the terms of the definitive merger agreement, Sharecare
stockholders will receive $1.43 in cash per share. The
merger consideration of $1.43 per share represents a
premium of approximately 85% over the closing price of Sharecare on
June 20, 2024, the last trading day prior to public disclosure of
the transaction and an 87% premium over the 90-day volume weighted
average trading price. Upon the completion of the acquisition,
Sharecare will become a privately held company and its common stock
will no longer be listed on Nasdaq.
Sharecare’s comprehensive and data-driven virtual health
platform is designed to help people, providers, employers, health
plans, government organizations, and communities optimize
individual and population-wide health and well-being. Across all
three of its business channels, Sharecare delivers value to the
healthcare system by improving access and outcomes for patients,
imperatives that are clearly aligned with Altaris’ investment
strategy and focus.
Jeff Arnold, Sharecare’s founder and executive chairman of the
Board of Directors, said, “After embarking on a deliberate process
to maximize stockholder value and best position Sharecare for
continued growth and success, we carefully evaluated a variety of
options. Our Board of Directors determined that this transaction is
in the best interests of Sharecare and its stockholders and, upon
closing, will deliver significant, immediate, and certain value to
our stockholders."
Arnold added, “With Altaris as a partner, we are excited to
continue executing on Sharecare’s mission with the benefit of their
deep healthcare industry expertise, as well as increased capital
and strategic and operational flexibility to continue providing
industry-leading solutions to our customers across our three
channels.”
“Today’s announcement not only delivers value for Sharecare’s
stockholders but also will result in exciting opportunities for our
employees and customers,” said Brent Layton, CEO of Sharecare.
“This transaction is an important step forward to enable the
continued growth and evolution of Sharecare, and further
strengthens us as we deploy our innovative technology across the
healthcare sector.”
Transaction DetailsA special committee (the
"Special Committee") of the Board of Directors of Sharecare (the
"Board"), comprised solely of independent directors, carefully
evaluated Altaris’ proposal and alternatives thereto. Following
this process, the Special Committee determined that the transaction
is in the best interests of Sharecare and its stockholders, and
acting upon the recommendation of the Special Committee, the Board
approved the merger agreement and the transaction, and will
recommend that the Company's stockholders approve both the adoption
of the merger agreement and the transaction on the terms set forth
in the merger agreement.
The transaction is expected to close in the second half of 2024,
subject to customary closing conditions, including approval by
Sharecare stockholders and the receipt of required regulatory
approvals. The transaction is not subject to a financing
condition.
Arnold has agreed to vote his shares in favor of the
transaction, and will roll over substantially all of his existing
equity and continue to be a significant shareholder following this
transaction. In addition, Arnold will continue to serve as
executive chairman and Layton as CEO, and Sharecare’s current
executive leadership team is expected to continue in their roles
following the close of the transaction.
Advisors Houlihan Lokey and MTS Health Partners
are acting as financial advisors to the Special Committee, and
Wachtell, Lipton, Rosen & Katz is acting as legal advisor to
the Special Committee.
Kirkland & Ellis LLP is acting as legal advisor to
Altaris.
King & Spalding LLC is acting as legal advisor to Jeff
Arnold.
About SharecareSharecare is the leading digital
health company that helps people – no matter where they are in
their health journey – unify and manage all their health in one
place. Our comprehensive and data-driven virtual health platform is
designed to help people, providers, employers, health plans,
government organizations, and communities optimize individual and
population-wide well-being by driving positive behavior change.
Driven by our philosophy that we are all together better, at
Sharecare, we are committed to supporting each individual through
the lens of their personal health and making high-quality care more
accessible and affordable for everyone. To learn more, visit
www.sharecare.com.
About AltarisAltaris is an
investment firm exclusively focused on the healthcare industry.
Altaris seeks to build market-leading companies that deliver
innovation and efficiency to the healthcare system, with the
ultimate goal of improving access and outcomes for patients.
Altaris is headquartered in New York City and manages ~$10 billion
of equity capital. For more information, please visit
www.altariscap.com.
Contacts:Media: Jen Martin
Halljen@sharecare.com
Important Notice Regarding Forward-Looking
StatementsThis press release contains forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 that are based on beliefs and
assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words:
“outlook,” “target,” “reflect,” “on track,” “foresees,” “future,”
“may,” “deliver,” “will,” “shall,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing” or the
negative of these terms, other comparable terminology (although not
all forward-looking statements contain these words), or by
discussions of strategy, plans, or intentions. These statements
involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
be materially different from the information expressed or implied
by these forward-looking statements. Although we believe that we
have a reasonable basis for each forward-looking statement
contained in this press release, we caution you that these
statements are based on a combination of facts and factors
currently known by us and our projections of the future, about
which we cannot be certain.
Forward-looking statements in this press release include, but
are not limited to, statements regarding the proposed transaction,
including the benefits of the proposed transaction and the
anticipated timing of consummation of the proposed
transaction. We cannot assure you that the
forward-looking statements in this press release will prove to be
accurate. These forward-looking statements are subject to a number
of significant risks and uncertainties that could cause actual
results to differ materially from expected results. Risks and
uncertainties include, but are not limited to: (i) the risk that
the proposed transaction may not be completed in a timely manner,
or at all; (ii) the failure to satisfy the conditions to the
consummation of the proposed transaction, including, without
limitation, the receipt of stockholder and regulatory approvals;
(iii) unanticipated difficulties or expenditures relating to the
proposed transaction; (iv) the effect of the announcement or
pendency of the proposed transaction on the Company’s plans,
business relationships, operating results and operations; (v)
potential difficulties retaining employees as a result of the
announcement and pendency of the proposed transaction; (vi) the
response of customers, channel partners and suppliers to the
announcement of the proposed transaction; (vii) risks related to
diverting management’s attention from the Company’s ongoing
business operations; and (viii) legal proceedings, including those
that may be instituted against the Company, its board of directors,
its executive officers or others following the announcement of the
proposed transaction. Descriptions of some of the other factors
that could cause actual results to differ materially from these
forward-looking statements are discussed in more detail in our
filings with the U.S. Securities and Exchange Commission (the
“SEC”), including the Risk Factors section of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023.
Furthermore, if the forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all. The forward-looking
statements in this press release represent our views as of the date
of this press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
Additional Information and Where to Find ItThis
communication relates to the proposed transaction involving
Sharecare, Inc. (“Sharecare”). In connection with the proposed
transaction, Sharecare will file relevant materials with the U.S.
Securities and Exchange Commission (the “SEC”), including
Sharecare’s proxy statement on Schedule 14A (the “Proxy
Statement”). This communication is not a substitute for the Proxy
Statement or for any other document that Sharecare may file with
the SEC and send to its stockholders in connection with the
proposed transaction. The proposed transaction will be submitted to
Sharecare’s stockholders for their consideration. BEFORE MAKING ANY
VOTING DECISION, SHARECARE’S STOCKHOLDERS ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE
PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Sharecare’s stockholders will be able to obtain a free copy of
the Proxy Statement, as well as other filings containing
information about Sharecare, without charge, at the SEC’s website
(www.sec.gov). Copies of the Proxy Statement and the filings with
the SEC that will be incorporated by reference therein can also be
obtained, without charge, by directing a request to Sharecare,
Inc., 255 East Paces Ferry Road NE, Suite 700, Atlanta,
Georgia 30305, Attention: Investor Relations,
investors@sharecare.com, or from Sharecare’s website
www.sharecare.com.
Participants in the SolicitationSharecare and
certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Sharecare’s
directors and executive officers is available in Sharecare’s proxy
statement for the 2024 annual meeting of stockholders, which was
filed with the SEC on April 29, 2024 (the “Annual Meeting Proxy
Statement”). Please refer to the sections captioned “Executive
Compensation,” “Director Compensation” and “Stock Ownership” in the
Annual Meeting Proxy Statement. To the extent holdings of such
participants in Sharecare’s securities have changed since the
amounts described in the Annual Meeting Proxy Statement, such
changes have been reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4
filed with the SEC: Form 4, filed by Jeffrey T. Arnold on May
17, 2024; Form 4, filed by Dawn Whaley on May 17, 2024; Form 4,
filed by Justin Ferrero on May 17, 2024; Form 4, filed by Carrie
Ratliff on May 17, 2024; Form 4, filed by Michael Blalock on May
17, 2024; Form 4, filed by Colin Daniel on May 17, 2024; Form 4,
filed by Jeffrey A. Allred on June 12, 2024; Form 4, filed by John
Huston Chadwick on June 12, 2024; Form 4, filed by Kenneth R.
Goulet on June 12, 2024; Form 4, filed by Brent D. Layton on June
12, 2024; Form 4, filed by Rajeev Ronanki on June 12, 2024; Form 4,
filed by Rajeev Ronanki on June 18, 2024; Form 4, filed by Kenneth
R. Goulet on June 18, 2024; Form 4, filed by Colin Daniel on June
18, 2024; Form 4, filed by Carrie Ratliff on June 18, 2024; Form 4,
filed by Veronica Mallett on June 18, 2024; Form 4, filed by
Jeffrey Sagansky on June 18, 2024; Form 4, filed by John Huston
Chadwick on June 18, 2024; Form 4, filed by Justin Ferrero on June
18, 2024; Form 4, filed by Nicole Torraco on June 18, 2024; and
Form 4, filed by Alan G. Mnuchin on June 18, 2024. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC in
connection with the proposed transaction when they become
available. Free copies of the Proxy Statement and such other
materials may be obtained as described in the preceding
paragraph.
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