Pillsbury advised LifeSpeak Inc., the leading mental health and total wellbeing platform for employers, health plans, and insurance companies, in reaching a definitive agreement in which LifeSpeak has agreed to acquire Wellbeats, Inc., a market-leading provider of an on-demand, software-as-a-service (“SaaS”) physical wellbeing platform, for up to US$92.5 million in cash. With a combined 30 years of experience as respective leaders in digital health education and physical wellbeing, the acquisition supercharges LifeSpeak’s ability to meet rapidly growing demand from organizations for a comprehensive, single-vendor solution to meet mental and physical health support needs. Upon the completion of the transaction, Jason Von Bank, President & CEO of Wellbeats, will assume the role of Chief Operating Officer of LifeSpeak.
The terms of the merger agreement provide for an upfront payment of US$80 million payable in cash at closing, subject to escrows and a reserve, and an earnout of up to US$12.5 million in cash. The transaction will be funded through cash on hand and a committed C$97.5 million revolving credit facility. Concurrent with the acquisition of Wellbeats, LifeSpeak has entered into a private placement with subscribers to sell 2,953,020 common shares at a price of C$7.45 per common share for gross proceeds of approximately C$22 million (the “Private Placement”). The acquisition of Wellbeats is expected to close in March 2022, subject to customary closing conditions. The completion of the Private Placement is subject to applicable regulatory approval of the Toronto Stock Exchange and to the completion of the acquisition. For additional details, please refer to the press release here.
New York Corporate partner Jon Russo led the Pillsbury team along with partner Ted Powers, and associates Nina Bakhtina, Danielle Unterschutz, and Denis O'Regan. Other team members included Executive Compensation & Benefits partner Jessica Lutrin and senior associate Kevin Meil; Employment special counsel Rebecca Carr Rizzo; Intellectual Property partner Ed Cavazos, special counsel Michelle Mehok, and senior associate Sandro Serra; Tax partner Nora Burke; Cybersecurity, Data Protection & Privacy partner Brian Finch and senior counsel Allen Briskin; Government Contracts counsel Meghan Doherty and associate Togh Shukurlu; Insurance partner Alex Lathrop; Regulatory counsel Matthew Rabinowitz, associate Toochi Ngwangwa, and attorney Evan Storm; Environmental, Land Use, and Natural Resources partner Reza Zarghamee; Real Estate partner Caroline Harcourt and associate Natalie Starkman; and Corporate and Securities associate Ian Cohen.