Lifecore Agrees to a $6.28-a-Share Cash Sale to Webster Equity Partners. Getting to the Advertised $9.67 Requires Revenue Roughly Doubling by 2029 and $120 Million of EBITDA in 2030.

by Maya Okafor · September 30, 2026

Deals & Listings Reporter, The SmallCap Signal

Lifecore Biomedical Inc. (Nasdaq: LFCR) said on Sept. 28 that it has agreed to be acquired by an affiliate of Webster Equity Partners for $6.28 per share in cash plus one non-tradable contingent value right per share, in a transaction the company values at up to $663.7 million if every milestone is paid, according to its press release and the accompanying Form 8-K. The cash portion represents a premium of approximately 49.5% to the closing price on Sept. 25, the last full trading day before the merger agreement was signed on Sept. 27, the release said.

The headline figure in the release, $9.67 per share, only arrives if the CVRs pay out in full, which would require aggregate milestone payments of $160 million. On that assumption the company says the total consideration represents a premium of approximately 130.2% to the Sept. 25 close. The release itself adds that full payment "cannot be assured," and the 8-K spells out why: the milestones are set well above the numbers Lifecore is currently guiding to.

Under the CVR agreement summarized in the 8-K, the 2028 milestone requires revenue of at least $120 million from customers other than Alcon and either at least $54 million from Alcon or at least $174 million in total. The 2029 milestone lifts the non-Alcon requirement to $175 million, with either $53 million from Alcon or $228 million in total. The 2030 milestone is consolidated EBITDA of at least $120 million. Hitting them pays $30 million, $45 million and $85 million respectively, with a catch-up in 2029 on a missed 2028 payment, partial payments above a threshold on the two revenue milestones, and adjustments of up to $10 million for specified litigation. The illustrative per-share table in the release puts those payments at $0.67, $0.94 and $1.78 per common share on top of the $6.28.

For comparison, Lifecore's own guidance for calendar 2026, reaffirmed in its Aug. 5 second-quarter release, calls for revenue of $120 million to $125 million and adjusted EBITDA of $20.5 million to $25 million. The 2028 milestone therefore asks for as much revenue from non-Alcon customers alone as the whole company expects to book this year, and the 2030 EBITDA hurdle is several multiples of the current-year range. In that August release, chief executive Paul Josephs described long-term objectives of a 12% revenue compound annual growth rate and adjusted EBITDA margins above 25% by the end of 2029.

Josephs said in the merger release: "We are thrilled to announce this exciting transaction which we believe will support Lifecore's next phase of growth." He added that "Lifecore is approaching an exciting inflection point, with the potential for numerous programs to commercialize by the end of 2028." Matthew Beer, a partner at Webster, said the firm was "eager to pair our resources and experience with Lifecore's CDMO expertise and capabilities as we pursue organizational excellence and sustainable profitability."

Lifecore is a contract development and manufacturing organization focused on sterile injectable fill-and-finish in syringes, vials and cartridges, and a manufacturer of injectable-grade hyaluronic acid, by its own description. Its second-quarter revenue was $34.2 million, down 6.2% from the comparable prior-year quarter, with a net loss of $6.2 million, or $0.19 per share, and adjusted EBITDA of $8.6 million, according to the Aug. 5 release. It ended June with approximately $38.8 million of liquidity, made up of $17.2 million of cash and $21.6 million of revolver availability. Weighted-average shares for the quarter were 37,574,538.

Alcon appears in the deal three times. It is the customer whose revenue is carved out in the CVR tests. It is also a lender: the 8-K says the buyer has debt commitments from two third-party lenders for $115 million of term loans and a $30 million revolving facility, plus a $35 million term loan from Alcon Research LLC, alongside $400 million of equity commitments from funds managed by Webster. The release names the debt providers as MidCap Financial Trust, MSD Partners and Alcon Research. And it is a condition of closing that the amended Alcon supply and contract-manufacturing agreements remain in full force.

The most recent of those amendments was signed three days before the merger agreement. A separate 8-K filed Sept. 29 discloses that on Sept. 24 Lifecore's operating subsidiary signed Amendment No. 3 to the Alcon contract-manufacturing agreement, effective Nov. 1, extending the initial term from Dec. 31, 2031 to Dec. 31, 2034, establishing Alcon's minimum purchase obligations through 2034, and committing Lifecore not to enter new agreements to develop, supply or manufacture certain products that directly compete with certain Alcon products. Existing agreements are carved out. The amendment's text will be filed with the third-quarter 10-Q, the filing said.

Lifecore's Series A convertible preferred holders are treated differently from common holders. They will receive cash equal to the "Conversion Amount" under the certificate of designations as of closing, plus one CVR per common share into which the preferred converts. As of June 30 that amount was approximately $50.2 million, equal to $6.53 per underlying common share, and it keeps growing because the preferred accrues a 7.5% paid-in-kind dividend through closing, the release said. The illustrative table shows the preferred's CVR payments on the 2028 milestone at $0.42 per common equivalent versus $0.67 for common, with both classes arriving at the same $9.67 total on full payout.

The merger agreement includes a 30-day go-shop, running until 11:59 p.m. Eastern on the 30th day after public announcement, during which Lifecore may solicit rival proposals. The break fees scale accordingly: a Go-Shop Termination Fee of $7,468,287 if the company accepts a superior proposal sourced during that window, a Company Termination Fee of $9,957,716 otherwise, and a Reverse Termination Fee of $16,181,288 payable by the buyer, according to the 8-K. Webster affiliates have guaranteed the reverse fee. The company said it does not intend to update on the go-shop process unless it determines disclosure is appropriate or required.

Two director-affiliated holders have already committed their shares. Voting and support agreements were signed with stockholders associated with Wynnefield Capital, affiliated with director Nelson Obus, and with Legion Partners Asset Management, affiliated with director Christopher S. Kiper, the 8-K says. The filing does not state the percentage of shares those agreements cover, and Lifecore did not say in its release.

Closing is expected "at the end of the fourth quarter 2026," subject to stockholder approval, expiry of the Hart-Scott-Rodino waiting period and other conditions, with no financing condition. The outside date is June 27, 2027, extendable automatically to Sept. 27, 2027 if only the HSR condition is outstanding. The transaction committee and the full board unanimously approved the agreement and recommend a vote in favor. Bourne Capital Partners is exclusive M&A adviser to Lifecore and Craig-Hallum also advised the committee and board; Morgan Stanley advised Webster.

What happens next is the proxy statement, which will set out the board's process, the fairness opinions and the ownership behind the support agreements, none of which the Sept. 28 documents disclose. The go-shop clock is already running. For holders, the practical question is how much of the $9.67 to count on: the $6.28 is contractual and funded by committed financing, while the remaining $3.39 per share (our subtraction of $6.28 from $9.67, matching the sum of the three illustrative CVR payments) depends on a private company hitting revenue and EBITDA targets in 2028, 2029 and 2030 that its public disclosures have not yet come close to, with no trading market for the rights and no way to sell them once the stock is delisted.