M&A: NeueHealth, Inc.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131382

Comments: On December 23, 2024, NeueHealth, Inc. entered into an Agreement and Plan of Merger with NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. The merger will result in the Company becoming a wholly owned subsidiary of NH Holdings 2025, Inc. Rollover Holders have agreed to contribute their shares of Company Common Stock and Preferred Stock in exchange for limited partnership interests in Ultimate Parent. At the effective time of the merger, each share of Company Common Stock will be converted into the right to receive $7.33 in cash. The merger is contingent upon customary closing conditions, including stockholder approval and regulatory filings. The agreement also includes provisions for equity awards and has established a timeframe for soliciting alternative acquisition proposals. If the merger is completed, the Company Common Stock will be delisted and deregistered under the Securities Exchange Act.

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Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131384

Comments: On December 23, 2024, NeueHealth, Inc. entered into an Agreement and Plan of Merger with NH Holdings 2025, Inc. and its subsidiary NH Holdings Acquisition 2025, Inc. The merger will result in NeueHealth becoming a wholly-owned subsidiary of NH Holdings. Shareholders will receive $7.33 in cash per share of common stock, with certain conditions and provisions for dissenting shares under Delaware law. The board of directors unanimously approved the deal, which is subject to stockholder approval and regulatory conditions. The agreement allows for the solicitation of alternative acquisition proposals until January 23, 2025, after which a no-shop agreement will be enforced. The merger is expected to lead to the delisting of NeueHealth’s common stock from the New York Stock Exchange. Rollover Holders, holding approximately 64% of the company’s common stock, have already agreed to vote in favor of the merger. A termination fee structure has been established, with a fee of $1.5 million in specific circumstances. The company issued a press release on the same day to announce this significant corporate action. This plan is part of a broader strategy involving equity financing commitments from investment funds affiliated with New Enterprise Associates, Inc.

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