eMed commences tender offer for Science 37
MIAMI, Feb. 12, 2024
MIAMI, Feb. 12, 2024 /PRNewswire/ -- eMed, LLC ("eMed") today announced that its wholly-owned subsidiary, Marlin Merger Sub Corporation, a Delaware corporation ("Purchaser"), has commenced a cash tender offer to purchase all the outstanding shares of common stock, par value $0.0001 per share, of Science 37 Holdings, Inc. (NASDAQ: SNCE) ("Science 37") for a price of $5.75 per share (the "Offer"). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 12, 2024 and the related Letter of Transmittal and pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of January 28, 2024 (the "Merger Agreement"), among eMed, Purchaser and Science 37. A successful consummation of the tender offer will be followed by a merger to acquire any untendered shares of Science 37 for the same price payable in the tender offer.
The Offer will expire at 12:00 midnight, New York City time, at the end of the day of March 11, 2024, unless extended (the latest time and date at which the Offer will expire, the "Expiration Date"). Any extension of the Offer will be followed by public announcement of the extension by press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the Expiration Date.
eMed will file today a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the "SEC"). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.
Science 37 will file today a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC, which includes, among other things, the recommendation of the Science 37 board of directors that Science 37's stockholders accept the Offer and tender their shares of Science 37 common stock pursuant to the Offer.
The Offer is subject to customary closing conditions, including the tender of at least a majority in voting power of the shares of Science 37 common stock then issued and outstanding. The Offer is subject to other important conditions set forth in the Offer to Purchase. The Offer is not subject to a financing condition.
Saratoga Proxy Consulting LLC ("Saratoga") is acting as information agent for Purchaser in the Offer. Continental Stock Transfer & Trust Company is acting as the depositary and paying agent in the Offer. Requests for documents and questions by stockholders relating to the Offer may be directed to Saratoga by telephone at (212) 257-1311 or (888) 368-0379.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. On February 12, 2024, Purchaser and eMed will file a Tender Offer Statement on Schedule TO with the SEC and Science 37 will file the Schedule 14D-9 with the SEC, in each case with respect to the Offer. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the Offer. Those materials and all other documents filed by, or caused to be filed by, eMed, Purchaser or Science 37 with the SEC will be available at no charge on the SEC's website at www.sec.gov. The Schedule TO Tender Offer Statement and related materials will be available for free from Saratoga, and can be requested by contacting them at the telephone numbers listed above. The Schedule 14D-9 and other documents filed by Science 37 will be available for free from Science 37 under the "Investor Relations" section of Science 37's website at http://investors.science37.com/financial-information/sec-filings.
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, that can generally be identified by words such as "tender offer," "commences," "commenced," "to purchase," "offer," "will," "subject to," "conditions," or similar expressions, or by express or implied discussions regarding the potential outcome of the tender offer for Science 37 being commenced by eMed. You should not place undue reliance on these statements. Such forward looking statements are based on our current beliefs and expectations regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward looking statements. There can be no guarantee that the proposed acquisition described in this press release will be completed, or that it will be completed as currently proposed, or at any particular time. In particular, our expectations could be affected by, among other things: regulatory actions or delays or government regulation generally, including potential regulatory actions or delays relating to the completion of the potential acquisition described in this release; potential failures to meet other closing conditions, including a potential failure of sufficient shares to be tendered; uncertainties regarding actual or potential legal proceedings, including, among others, potential legal proceedings with respect to the proposed acquisition. eMed is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
eMed is a leading telehealth and diagnostics company that has developed a leading digital point-of-care platform designed for complete testing processes to be done at home. The company's platform provides verified test results and access to on-demand prescription treatment with same-day delivery, enabling consumers to easily get tested and receive expert healthcare guidance.
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