M&A - 23andMe Holding Co.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125007990

Filing Summary: This Amendment No. 12 to Schedule 13D relates to the Class A common stock of 23andMe Holding Co. and updates earlier filings with the SEC. The document outlines a proposal made by Anne Wojcicki regarding financing for the issuer, where she reaffirmed her willingness to provide financing through the closing of a potential transaction at a 7% interest rate, along with a new commitment to provide an additional $20 million to fund operations. The proposal is contingent upon the approval of the Special Committee and a majority of shares not beneficially owned by Wojcicki or her affiliates. It discusses shared voting power over 4,931,692 shares of Class B common stock held by ABeeC 2.0, LLC, which can convert to Class A shares, representing 19.5% of outstanding Class A shares. The document states that several actions may arise from the March 10 Proposal, including an acquisition of additional securities or a potential merger. The text emphasizes that there are no guarantees of a definitive agreement but clarifies the positions of Wojcicki and associated entities regarding ownership and voting rights. In essence, the filing updates previous disclosures and outlines potential corporate actions resulting from the current proposal.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125007780

Filing Summary: On March 6, 2025, Anne Wojcicki proposed a non-binding acquisition of all outstanding shares of 23andMe Holding Co. not owned by her or her affiliates, at a total consideration of up to $2.94 per share. This includes $0.41 in cash per Class A or Class B share (as converted) and three contingent value rights (CVRs) that could provide an additional $2.53 per share based on revenue milestones for fiscal years 2026, 2027, and 2028. The proposal also indicates financing for the Issuer’s operations at a 7% interest rate until closure of the deal, contingent on approval from the Special Committee and majority of unaffiliated shares. The proposal details potential for various outcomes, including a merger or other corporate action, but asserts no guarantees of executing a definitive agreement. Reporting persons retain the right to modify or withdraw their proposal.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125006615

Filing Summary: This document is an amendment to Schedule 13D previously filed on behalf of Reporting Persons including ABeeC 2.0, LLC and The Anne Wojcicki Revocable Trust. It details a proposal made by Ms. Anne Wojcicki regarding an acquisition of all outstanding shares of common stock of 23andMe Holding Co. not owned by her or her affiliates, offering a cash consideration of $0.41 per share for both Class A and Class B Common Stock. The proposal was indicated to be fully financed by Ms. Wojcicki without any financing contingency, and requires approval from the Special Committee and majority shareholders not affiliated with her. The document also states the Reporting Persons’ intention to maintain discussions regarding this proposal and lists their current beneficial ownership, highlighting their shared voting power regarding the specific shares, including Class B Common Stock held by the LLC. Certain details about ownership percentages and the structure of the relationship among reporting persons are also provided, indicating that Ms. Wojcicki indirectly owns shares through the LLC and another foundation.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025024862

Filing Summary: This document is Amendment No. 9 to Schedule 13D filed by 23andMe Holding Co. and details a non-binding proposal made on February 20, 2025, by New Mountain Capital L.L.C. and Anne Wojcicki to acquire all of the Issuer's outstanding shares of common stock not owned by Wojcicki or her affiliates. The proposal offers cash consideration of $2.53 per share of Class A or Class B Common Stock and indicates a willingness to finance the Issuer's operations until the potential transaction closes. It requires the approval of the Special Committee and a majority of the non-affiliated shares. The proposal may lead to significant transactions, including a merger, and is conditioned on its financing without contingencies. The parties retain the ability to modify or withdraw the proposal at any time.

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