Transcarent and Accolade Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger Transaction
Transcarent and Accolade (NASDAQ:ACCD) announced the expiration of the Hart-Scott-Rodino waiting period for their pending merger, marking a significant milestone toward completing their transaction. The merger is expected to close in Q2 2025, subject to Accolade stockholder approval and other customary conditions.
The combination aims to integrate Transcarent's AI-powered WayFinding solution and comprehensive care experiences with Accolade's advocacy, expert medical opinions, and primary care services. The merger will create a platform focused on improving healthcare access and decision-making for consumers.
Evercore serves as Transcarent's financial advisor, while Morgan Stanley & Co advises Accolade. The deal brings together two companies focused on delivering high-quality, affordable healthcare solutions through a combination of technology and human support.
Transcarent e Accolade (NASDAQ:ACCD) hanno annunciato la scadenza del periodo di attesa di Hart-Scott-Rodino per la loro fusione in sospeso, segnando un traguardo significativo verso il completamento della transazione. Si prevede che la fusione si concluda nel secondo trimestre del 2025, soggetta all'approvazione degli azionisti di Accolade e ad altre condizioni consuete.
La combinazione mira a integrare la soluzione di WayFinding potenziata dall'IA di Transcarent e le esperienze di assistenza complete con l'advocacy, le opinioni mediche esperte e i servizi di assistenza primaria di Accolade. La fusione creerà una piattaforma focalizzata sul miglioramento dell'accesso alla salute e sulla presa di decisioni per i consumatori.
Evercore funge da consulente finanziario di Transcarent, mentre Morgan Stanley & Co consiglia Accolade. L'accordo unisce due aziende focalizzate sulla fornitura di soluzioni sanitarie di alta qualità e a prezzi accessibili attraverso una combinazione di tecnologia e supporto umano.
Transcarent y Accolade (NASDAQ:ACCD) anunciaron la expiración del período de espera de Hart-Scott-Rodino para su fusión pendiente, marcando un hito significativo hacia la finalización de su transacción. Se espera que la fusión se cierre en el segundo trimestre de 2025, sujeto a la aprobación de los accionistas de Accolade y otras condiciones habituales.
La combinación tiene como objetivo integrar la solución de WayFinding impulsada por IA de Transcarent y las experiencias de atención integral con la defensa, las opiniones médicas expertas y los servicios de atención primaria de Accolade. La fusión creará una plataforma centrada en mejorar el acceso a la atención médica y la toma de decisiones para los consumidores.
Evercore actúa como asesor financiero de Transcarent, mientras que Morgan Stanley & Co asesora a Accolade. El acuerdo reúne a dos empresas enfocadas en ofrecer soluciones de atención médica de alta calidad y asequibles a través de una combinación de tecnología y apoyo humano.
트랜스카렌트와 아콜레이드 (NASDAQ:ACCD)는 pending merger를 위한 Hart-Scott-Rodino 대기 기간의 만료를 발표하며, 거래 완료를 향한 중요한 이정표를 기록했습니다. 합병은 2025년 2분기에 종료될 것으로 예상되며, 아콜레이드 주주의 승인 및 기타 일반적인 조건에 따라 달라질 수 있습니다.
이 조합은 트랜스카렌트의 AI 기반 WayFinding 솔루션과 포괄적인 치료 경험을 아콜레이드의 옹호, 전문 의료 의견 및 1차 진료 서비스와 통합하는 것을 목표로 합니다. 이 합병은 소비자에게 의료 접근성과 의사결정을 개선하는 데 중점을 둔 플랫폼을 만들 것입니다.
Evercore는 트랜스카렌트의 재정 고문으로 활동하며, Morgan Stanley & Co는 아콜레이드를 자문합니다. 이 거래는 기술과 인간 지원의 조합을 통해 고품질의 저렴한 의료 솔루션을 제공하는 데 초점을 맞춘 두 회사를 결합합니다.
Transcarent et Accolade (NASDAQ:ACCD) ont annoncé l'expiration de la période d'attente de Hart-Scott-Rodino pour leur fusion en cours, marquant une étape significative vers l'achèvement de leur transaction. La fusion devrait se clôturer au deuxième trimestre 2025, sous réserve de l'approbation des actionnaires d'Accolade et d'autres conditions habituelles.
Cette combinaison vise à intégrer la solution WayFinding alimentée par l'IA de Transcarent et des expériences de soins complètes avec l'advocacy, les avis médicaux d'experts et les services de soins primaires d'Accolade. La fusion créera une plateforme axée sur l'amélioration de l'accès aux soins de santé et de la prise de décision pour les consommateurs.
Evercore agit en tant que conseiller financier de Transcarent, tandis que Morgan Stanley & Co conseille Accolade. Cet accord réunit deux entreprises axées sur la fourniture de solutions de santé de haute qualité et abordables grâce à une combinaison de technologie et de soutien humain.
Transcarent und Accolade (NASDAQ:ACCD) haben das Ende der Hart-Scott-Rodino-Wartezeit für ihre bevorstehende Fusion bekannt gegeben, was einen bedeutenden Meilenstein auf dem Weg zur Vollziehung ihrer Transaktion darstellt. Die Fusion wird voraussichtlich im zweiten Quartal 2025 abgeschlossen, vorbehaltlich der Genehmigung der Aktionäre von Accolade und anderer üblicher Bedingungen.
Die Kombination zielt darauf ab, die KI-gestützte WayFinding-Lösung von Transcarent und umfassende Pflegeerfahrungen mit der Advocacy, den Expertenmeinungen und den Primärversorgungsdiensten von Accolade zu integrieren. Die Fusion wird eine Plattform schaffen, die sich auf die Verbesserung des Zugangs zur Gesundheitsversorgung und der Entscheidungsfindung für Verbraucher konzentriert.
Evercore fungiert als Finanzberater von Transcarent, während Morgan Stanley & Co Accolade berät. Der Deal bringt zwei Unternehmen zusammen, die sich darauf konzentrieren, qualitativ hochwertige, erschwingliche Gesundheitslösungen durch eine Kombination aus Technologie und menschlicher Unterstützung anzubieten.
- Merger proceeding on schedule with key regulatory approval obtained
- Strategic combination of complementary healthcare technologies and services
- Integration of AI-powered solutions with established healthcare services
- Transaction still requires stockholder approval and other closing conditions
- Potential integration challenges between two complex healthcare platforms
- Execution risks in combining different technological systems and service models
Insights
The HSR clearance for the Transcarent-Accolade merger represents more than just a regulatory milestone - it signals a transformative shift in the healthcare navigation landscape. The combination merges Transcarent's generative AI capabilities with Accolade's established advocacy and primary care infrastructure, creating a potentially formidable player in the $200+ billion healthcare navigation market.
The strategic rationale extends beyond simple consolidation. By integrating Transcarent's AI-powered WayFinding solution with Accolade's human-centric approach, the merged entity could address a critical industry pain point: scaling personalized healthcare navigation while maintaining service quality. This technology-human hybrid model could potentially reduce operational costs while improving user engagement and outcomes.
The merger timing aligns with broader industry trends toward AI-enabled healthcare solutions and increased demand for integrated care navigation platforms. However, successful execution will hinge on several critical factors:
- Technology integration challenges between Transcarent's AI systems and Accolade's existing infrastructure
- Retention of key enterprise clients during the transition period
- Successful combination of Accolade's high-touch advocacy model with Transcarent's tech-first approach
The transaction's progression to shareholder approval stage with antitrust clearance suggests minimal competitive overlap, potentially facilitating a smoother integration process. However, investors should monitor the combined entity's ability to maintain Accolade's historically high 90% customer satisfaction rates while scaling operations through Transcarent's technology platform.
SAN FRANCISCO and SEATTLE, Feb. 24, 2025 (GLOBE NEWSWIRE) -- Transcarent, the One Place for Health and Care, and Accolade (NASDAQ:ACCD), a leader in health advocacy, expert medical opinions, and primary care, today announced the expiration of the waiting period under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976 with respect to the previously announced merger between the two companies.
The transaction remains on track to be completed in the second quarter of calendar year 2025, subject to Accolade stockholder approval and satisfaction of other customary closing conditions.
Glen Tullman, Chief Executive Officer of Transcarent, said, “With this milestone behind us, we are one step closer to bringing together two companies that share a common vision for improving health and care for everyone. By integrating Transcarent’s industry-first, generative AI-powered WayFinding solution and comprehensive care experiences with Accolade’s advocacy, expert medical opinions, and primary care, we will deliver a solution that creates the next generation beyond traditional navigation.”
Rajeev Singh, Chief Executive Officer of Accolade, said, “We are excited to pass this important milestone and continue our work to join forces with Transcarent. All healthcare consumers deserve the right to make the best decisions for their health and wellbeing, and we believe this combination will empower them with the tools, technology, and empathetic human touch to achieve that goal.”
Advisors
Evercore serves as the exclusive financial advisor to Transcarent and Wilson Sonsini Goodrich & Rosati, Professional Corporation serves as legal advisor to Transcarent.
Morgan Stanley & Co LLC serves as exclusive financial advisor to Accolade and Cooley LLP serves as legal advisor to Accolade.
About Transcarent
Transcarent is the One Place for Health and Care, making it easy for people to access high-quality, affordable health and care. Transcarent offers a number of Care Experiences and WayFinding, a new experience powered by generative AI, that allows people to instantly access benefits navigation, clinical guidance and care delivery including on-demand care provided by physicians and other health and care professionals.
Transcarent is aligned with those who pay for healthcare (self-insured employers, health consumers, and the payors who support them) and creates a measurably better experience, higher-quality health, and lower costs. For more information, visit www.transcarent.com and follow us on LinkedIn or X.
About Accolade
Accolade (Nasdaq: ACCD) is a Personalized Healthcare company that provides millions of people and their families with exceptional healthcare experiences so they can live their healthiest lives. Accolade’s employer, health plan, and consumer solutions combine virtual primary care and mental health, expert medical opinion, and best-in-class care navigation. These offerings are built on a platform that is engineered to care through predictive engagement of population health needs, proactive care that improves outcomes and cost savings, and addressing barriers to access and continuity of care. Accolade consistently receives consumer satisfaction ratings of over
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Accolade by Transcarent pursuant to the Agreement and Plan of Merger, dated as of January 8, 2025, by and among Accolade, Transcarent and Acorn Merger Sub, Inc. Accolade filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) with respect to a special meeting of stockholders to be held in connection with the proposed transaction. Accolade is mailing the Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the proposed transaction. The Proxy Statement contains important information about the proposed transaction and related matters. Before making any voting or investment decision, investors and security holders of Accolade are urged to carefully read the entire Proxy Statement (including any amendments or supplements thereto) and any other documents relating the proposed transaction that Accolade will file with the SEC or incorporated by reference when they become available because such documents will contain important information regarding the proposed transaction.
Investors and security holders of Accolade may obtain a free copy of the preliminary and definitive versions of the proxy statement, as well as other relevant filings containing information about Accolade and the proposed transaction, including materials that are incorporated by reference into the Proxy Statement, without charge, at the SEC’s website (http://www.sec.gov) or from Accolade by going to Accolade’s Investor Relations page on its website (https://ir.accolade.com/) and clicking on the link titled “SEC Filings”.
Participants in the Solicitation
Accolade and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of the Accolade’s directors and executive officers and their ownership of the Accolade’s common stock is set forth in Accolade’s annual report on Form 10-K filed with the SEC on April 26, 2024, and Accolade’s proxy statement on Schedule 14A filed with the SEC on June 21, 2024 (the “Annual Meeting Proxy Statement”). Please refer to the sections captioned “Security Ownership of Certain Beneficial Owners and Management,” “Director Compensation,” and “Executive Compensation” in the Annual Meeting Proxy Statement. To the extent holdings of such participants in Accolade’s securities have changed since the amounts described in the Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, will be contained in the Proxy Statement. Copies of these documents may be obtained, free of charge, from the SEC or Accolade as described in the preceding paragraph.
Notice Regarding Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “intend,” “maintain,” “might,” “likely,” “potential,” “predict,” “target,” “should,” “would,” “could” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the proposed transaction with Transcarent. These statements are based on various assumptions, whether or not identified in this release, and on the current expectations of Company management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Accolade. These forward-looking statements are subject to a number of risks and uncertainties, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction, result in the imposition of conditions that could reduce the anticipated benefits of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that Accolade’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to the anticipated benefits of the proposed transaction or other commercial opportunities not being fully realized or taking longer to realize than expected; the competitive ability and position of the combined company; risks related to uncertainty surrounding the proposed transaction and disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Accolade; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that either business may be adversely affected by other economic, business and/or competitive factors; the risk that restrictions during the pendency of the proposed transaction may impact either company’s ability to pursue certain business opportunities or strategic transactions; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Accolade to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally; and risk related to general market, political, economic and business conditions.
Further information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements is included in Accolade’s Annual Report on Form 10‑K for the fiscal year ended February 29, 2024, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, the Proxy Statement and other filings made by Accolade from time to time with the Securities and Exchange Commission. These filings, when available, are available on the investor relations section of Accolade’s website (https://ir.accolade.com/) or on the SEC’s website (https://www.sec.gov). If any of these risks materialize or any of these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Accolade presently does not know of or that Accolade currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof. Accolade assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Media Contacts:
Transcarent
Leslie Krigstein
Leslie.krigstein@transcarent.com; 802-598-3305
Accolade
Accolade Media Relations
media@accolade.com
Accolade Investor Relations
IR@accolade.com
This press release was published by a CLEAR® Verified individual.
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