SYDNEY, AUSTRALIA: Limeade (ASX: LME), an immersive employee well-being company, announced today that it has entered into a definitive merger agreement with WebMD, a leading provider of health information services.

The merger agreement, unanimously approved by Limeade’s board of directors, will result in WebMD acquiring Limeade through a merger of a wholly-owned subsidiary of WebMD with Limeade. As a result, Limeade will become a wholly-owned subsidiary of WebMD.

The merger between Limeade and WebMD Health Services aims to create a unique and complementary combination of culture and well-being in the market. By bringing together Limeade’s technical innovation and WebMD Health Services’ human expertise, the companies seek to maximize health and well-being for individuals and deliver enhanced service, support, and capabilities to their clients.

Henry Albrecht, CEO of Limeade, expressed confidence in the merger, stating, “Limeade and WebMD Health Services create the only truly complementary combination of culture and well-being in the market, allowing us to maximize health and well-being for all people and deliver better service, support, and capabilities for our clients. We are confident that the combination will bring together WebMD Health Services’ human expertise and Limeade’s technical innovation into a comprehensive solution that will have a positive impact on people and companies worldwide.”

Under the terms of the merger agreement, Limeade shareholders, including holders of Limeade outstanding CHESS Depositary Interest (CDIs) traded on the Australian Securities Exchange (ASX), will receive A$0.425 per share in an all-cash transaction. The transaction values Limeade, on a fully diluted basis, at approximately A$111.5 million. This per-share purchase price represents a remarkable 325% premium over the closing price of Limeade’s CDIs on the ASX on June 8, 2023.

The completion of the Transaction is subject to various conditions, including approval by the majority of Limeade’s outstanding shares, the absence of a material adverse effect on Limeade, and customary closing conditions. Limeade will also be subject to exclusivity obligations, including no-shop and notification obligations. The merger agreement includes a matching right regime in case Limeade receives a Superior Proposal. Furthermore, the agreement outlines that Limeade may be liable to pay a termination fee of US$2.4 million to WebMD in certain circumstances.

The merger between Limeade and WebMD represents a significant step in the well-being and health information services industry. By combining their strengths and resources, the companies aim to provide comprehensive solutions that positively impact individuals and companies globally.

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