M&A - Accolade, Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000110465925033599

Filing Summary: This Amendment No. 1 relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman with the SEC on April 10, 2025. The Amendment indicates that the Reporting Persons are no longer beneficial owners of more than 5% of Accolade, Inc.'s common stock following a merger consummated on April 8, 2025, which resulted in each share being cancelled and converted into the right to receive $7.03 in cash. Consequently, the Reporting Persons had their shares cancelled, resulting in 0 Shares beneficially owned. Additionally, it was reported that the Reporting Persons purchased additional shares totaling $4,550,649.50 after the initial Schedule 13D was filed on January 21, 2025.

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Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125012719

Filing Summary: On April 8, 2025, Accolade, Inc. completed a merger with Transcarent, Inc. pursuant to the Agreement and Plan of Merger dated January 8, 2025. Following the merger, Accolade, Inc. became an indirect wholly owned subsidiary of Transcarent, Inc. Each outstanding share of Accolade common stock was automatically converted into the right to receive $7.03 in cash. Various stock options and restricted stock units were also addressed, resulting in the cancellation of certain options and the conversion of vested options and units into cash based on the merger consideration. The company took steps to delist its common stock from Nasdaq and filed for deregistration with the SEC. Additionally, key officers and directors resigned as part of the merger, and there were changes to corporate governance documents.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012765

Filing Summary: On April 8, 2025, Accolade, Inc. filed a Post-Effective Amendment No 1. to its Registration Statements on Form S-8 to deregister all unsold or unissued securities under the specified registration statements, due to the completion of a merger. This merger involved Accolade, Inc. merging with Acorn Merger Sub, Inc., a wholly owned subsidiary of Transcarent, Inc., which will now hold Accolade as an indirect wholly owned subsidiary. The filing reflects the termination of the offerings under the registration statements and the removals of unsold and unissued shares.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125012766

Filing Summary: On April 8, 2025, Accolade, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 registration statement. This amendment aims to deregister any and all securities that remain unsold or unissued under several registration statements previously filed with the SEC. The specific registration numbers affected include 333-239704, 333-256961, 333-265425, 333-271501, and 333-278942. The deregistration follows a merger agreement dated January 8, 2025, where Accolade, Inc. merged with Transcarent, Inc. and Acorn Merger Sub, Inc. This merger resulted in Accolade becoming an indirect wholly owned subsidiary of Transcarent. Consequently, Accolade terminates all offerings of its securities under existing registration statements and removes from registration any unsold or unissued securities. The registration statements are amended to reflect the termination and deregistration of these securities.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012767

Filing Summary: On April 8, 2025, Accolade, Inc. filed a Post-Effective Amendment No. 1 to deregister all unsold or unissued securities associated with various prior Registration Statements under Form S-8. This action follows a merger where Accolade, Inc. merged with Transcarent, Inc., resulting in Accolade becoming an indirect wholly-owned subsidiary of Transcarent. The Registration Statements affected include those registering stock under the 2020 Equity Incentive Plan, the 2020 Employee Stock Purchase Plan, and the Amended and Restated 2007 Stock Option Plan, among others. The document outlines that due to this merger, the company has terminated all existing offerings of its securities and is removing them from registration, effective immediately.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012768

Filing Summary: On April 8, 2025, Accolade, Inc. filed a Post-Effective Amendment No. 1 to deregister unsold or unissued securities related to several prior Form S-8 Registration Statements. This amendment results from a merger agreement dated January 8, 2025, wherein Accolade, Inc. merged with Acorn Merger Sub, Inc., an indirect wholly owned subsidiary of Transcarent, Inc. Following the merger, Accolade, Inc. ceased all offerings under its existing registration statements, which necessitated this filing to remove unsold securities. The document details several previous registration statements and lists the number of shares associated with the various plans, confirming the termination of their effectiveness due to the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012769

Filing Summary: On April 8, 2025, Accolade, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statements. This amendment is being submitted to deregister any unsold or unissued securities under several prior Registration Statements related to the company. These include shares under the Accolade, Inc. 2020 Equity Incentive Plan, the 2020 Employee Stock Purchase Plan, and the Amended and Restated 2007 Stock Option Plan. The deregistration follows a merger that took place on the same day, where Accolade, Inc. merged with Transcarent, Inc., resulting in Accolade becoming an indirect wholly owned subsidiary of Transcarent. As a consequence, the Registrant has terminated all offerings of its securities pursuant to its existing registration statements. The amendment also reflects the removal from registration of all such securities that remain unsold or unissued as of the date of this filing.

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Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000114036125010745

Filing Summary: On March 27, 2025, Accolade, Inc. held a special meeting of stockholders to vote on key proposals related to the proposed merger with Transcarent, Inc. The stockholders approved the merger agreement (Proposal 1), with 58,476,000 votes in favor, 106,097 against, and 48,593 abstentions. Additionally, Proposal 2 concerning the compensation of executive officers in connection with the merger received approval from 53,423,931 stockholders, while 5,069,907 voted against it, and there were 136,852 abstentions. Due to the approval of the merger agreement, Proposal 3 for the adjournment of the meeting was deemed unnecessary. The results of the meeting were announced in a press release on the same day.

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Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000114036125009710

Filing Summary: Accolade, Inc. filed a definitive additional materials proxy statement related to a merger agreement with Transcarent, Inc., dated January 8, 2025. The proxy details the merger in which Accolade will become an indirect wholly owned subsidiary of Transcarent. The agreement outlines various offers made by Transcarent to acquire Accolade, starting from an unsolicited proposal of $6.00 per share and leading to a final offer of $7.03 per share. Legal disputes have arisen, with stockholders alleging the proxy statement was incomplete and misleading, which Accolade contests. Despite these challenges, the company remains confident in the legality and completeness of its disclosures. Additionally, it has chosen to voluntarily supplement certain disclosures to mitigate potential delays in the merger process. Stockholders are urged to vote on the proposal, with the proxy statement containing vital information regarding the transaction.

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Form Type: DEFA14A

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000114036125005701

Filing Summary: Accolade, Inc. has filed a definitive additional materials proxy statement regarding its proposed acquisition by Transcarent, Inc. The regulatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, indicating progress toward the merger's completion, tentatively scheduled for Q2 2025, contingent on shareholder approval and customary conditions. Both CEOs expressed enthusiasm for the merger, highlighting the potential to improve healthcare experiences by combining resources and technologies. Furthermore, the proxy statement elaborates on the solicitation process for shareholder votes relating to the merger and stresses the importance of thoroughly reviewing the proxy statement and related documents for anyone affected by the transaction. This merger emphasizes the companies' commitment to enhancing health and care services through innovative approaches and methodologies, thereby potentially benefiting healthcare consumers significantly.

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Form Type: DEFM14A

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000114036125005277

Filing Summary: Accolade, Inc. has filed a definitive proxy statement regarding a proposed merger agreement with Transcarent, Inc. and Acorn Merger Sub, Inc. The special meeting for stockholders is scheduled for March 27, 2025, to approve the merger agreement which was dated January 8, 2025. Shareholders are to vote on three proposals: to adopt the merger agreement, to approve compensation for named executive officers in connection with the merger, and to approve the adjournment of the meeting if needed. If completed, shareholders will receive $7.03 in cash per share, representing significant premiums over recent stock prices. The Accolade Board recommends that stockholders vote in favor of the proposals. This document is crucial for stockholder consideration as it details the terms of the merger, including appraisal rights for dissenting shareholders and the process for voting, with an emphasis on ensuring votes are submitted promptly to avoid any negative impact on quorum requirements.

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Form Type: PREM14A

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125003764

Filing Summary: Accolade, Inc. is proceeding with a proposal for a merger with Transcarent, Inc. and its wholly owned subsidiary, Acorn Merger Sub, Inc., under the Agreement and Plan of Merger dated January 8, 2025. The special meeting for stockholder votes is scheduled virtually, addressing the adoption of the merger agreement and associated proposals, including executive compensation related to the merger. If the merger is approved, each outstanding share of Accolade common stock will convert to $7.03 in cash, representing significant premiums over previous trading values. The Accolade Board recommends voting in favor of the merger proposal, compensation proposal, and the adjournment proposal if necessary to gather sufficient proxies. The document outlines the importance of shareholder voting and details appraisal rights for stockholders who dissent from the merger.

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Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002085

Filing Summary: Accolade, Inc. has filed a DEFA14A proxy statement related to the proposed acquisition by Transcarent, Inc. This acquisition is governed by an Agreement and Plan of Merger dated January 8, 2025. The communication outlines various FAQs addressing employee concerns about changes to benefits, annual bonuses, and stock options in light of the merger. Accolade's stock continues to trade freely on the Nasdaq exchange, and employees may exercise their options under specific circumstances. It mentions that any changes in benefits or policies will be evaluated by an integration planning team and communicated in due time. The document also emphasizes the regulatory approvals necessary for the merger and the expected timeline for closing the transaction. Forward-looking statements are included, highlighting potential risks such as stockholder approval, market conditions, and the timing of regulatory reviews.

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Form Type: DEFA14A

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125001426

Filing Summary: Accolade, Inc. is undergoing a proposed acquisition by Transcarent, Inc., as outlined in an Agreement and Plan of Merger dated January 8, 2025. The communications highlighted the synergies between the two companies, emphasizing their complementary product strategies and shared cultural values aimed at transforming healthcare. CEOs Glen Tullman (Transcarent) and Rajeev Singh (Accolade) discussed their aligned missions to enhance healthcare accessibility and quality, indicating an eagerness to combine forces for better consumer health outcomes. They emphasized the importance of member-focused services, advocacy in healthcare navigation, and innovations in telehealth. The document indicates that after filing the definitive proxy statement, the necessary materials will be distributed to stockholders for the upcoming special meeting to consider the transaction. Participants in the proxy solicitation include directors and executives from both companies, who may have vested interests related to the acquisition. The document contains forward-looking statements regarding the merger's potential impacts, risks, and opportunities. Stakeholders are encouraged to read all related filings, including the upcoming proxy statement, for essential information regarding the acquisition process.

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Form Type: SCHEDULE 13D

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925004787

Filing Summary: On January 21, 2025, Magnetar Financial LLC and its affiliates filed Schedule 13D concerning their beneficial ownership of 5,135,671 shares of common stock of Accolade, Inc. This follows the announcement of a Merger Agreement with Transcarent, Inc., where Merger Sub will merge into Accolade, Inc. at an effective time that will cause the shares to convert into cash consideration of $7.03 per share. The total funds utilized for the acquisition of shares were approximately $35.21 million, and the holdings represent about 6.29% ownership of Accolade's outstanding shares. The Board of Accolade approved the Merger Agreement and recommended that shareholders adopt the agreement.

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Form Type: DEFA14A

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000932

Filing Summary: Accolade, Inc. is undergoing a proposed acquisition by Transcarent, Inc. through a merger agreement dated January 8, 2025. Glen Tullman, CEO of Transcarent, expresses excitement about the merger, emphasizing a shared vision between the companies for improving access to quality healthcare. He acknowledges the challenges of merging but is committed to a culture of transparency and collaboration. Tullman addresses the importance of hearing from Accolade's team and maintaining focus on delivering health services during the transition. A special meeting of Accolade's stockholders will be held to vote on the proposed transaction, with a definitive proxy statement to be filed with the SEC providing important details.

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Form Type: DEFA14A

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000669

Filing Summary: Accolade, Inc. has entered into a definitive agreement to merge with Transcarent, Inc. This acquisition, structured as an all-cash transaction, values Accolade at approximately $621 million, equating to $7.03 per share. The merger aims to combine Accolade's strengths in personalized advocacy and clinical expertise with Transcarent's AI-driven healthcare solutions, improving healthcare delivery and reducing costs for consumers. The transaction is subject to customary closing conditions, including shareholder and regulatory approvals, with a projected completion in the second calendar quarter of 2025. Until the deal closes, both companies will operate independently. Communication to employees indicates that their roles remain secure until further integration plans are established post-closing. Accolade's leadership team is expected to maintain their positions as part of the new combined organization, which will be led by Transcarent CEO Glen Tullman. The document invites employees to direct their questions regarding the merger to a designated email for further clarification and support during the transitional period.

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Form Type: DEFA14A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000713

Filing Summary: Accolade, Inc. is proposing to be acquired by Transcarent, Inc. as detailed in an Agreement and Plan of Merger dated January 8, 2025. The proposed merger will combine the strengths of both companies, aiming to enhance healthcare services. During an employee town hall, Rajeev Singh described the reasoning behind the merger, emphasizing cultural alignment, complementary products, and the goal of improving healthcare systems. The announcement was made to employees, who were encouraged to ask questions and remain engaged throughout the process. The merger is subject to regulatory approvals, including by the Federal Trade Commission and the Department of Justice.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125000544

Filing Summary: On January 8, 2025, Accolade, Inc. entered into a Merger Agreement with Transcarent, Inc., providing for the merger of Acorn Merger Sub, Inc. with and into Accolade, with Accolade surviving. The Merger Agreement was unanimously approved by Accolade's board of directors, who recommended the adoption of the Merger Agreement and its approval at a stockholder meeting. Each share of Accolade's common stock will be converted into $7.03 in cash at the effective time. Vested stock options and restricted stock units will be canceled and converted into the right to receive the merger consideration. There are certain covenants that prevent Accolade from soliciting alternative acquisition proposals. The consummation of the merger is contingent upon the approval of the majority of outstanding shares and other customary closing conditions. In the event of termination under certain circumstances, Accolade may owe a termination fee of $19,800,000 to Transcarent, while Transcarent may owe a fee of $29,950,000 under specified conditions. Additionally, Signing Stockholders holding 9.7% of voting power signed Voting Agreements to support the merger. A joint press release was issued to announce the merger and Accolade expects to report financial results within a guidance range previously provided.

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