NeueHealth to Be Taken Private by NEA and Consortium of Investors
NeueHealth (NYSE: NEUE) has announced a definitive merger agreement to be acquired by New Enterprise Associates (NEA) at an enterprise value of approximately $1.3 billion. Shareholders will receive $7.33 per share in cash, representing a 70% premium over the December 23, 2024 closing price. Following the transaction, NeueHealth will become privately held, with the current executive team maintaining their roles and rolling over 100% of their equity interests. NEA and 12 existing investors will continue their investments by exchanging shares for new equity interests. The merger includes a 30-day 'go-shop' period expiring January 23, 2025, and is subject to stockholder approval and regulatory clearances.
NeueHealth (NYSE: NEUE) ha annunciato un accordo di fusione definitivo per essere acquisita da New Enterprise Associates (NEA) per un valore aziendale di circa 1,3 miliardi di dollari. Gli azionisti riceveranno 7,33 dollari per azione in contante, pari a un premio del 70% rispetto al prezzo di chiusura del 23 dicembre 2024. Dopo la transazione, NeueHealth diventerà un'azienda privata, con l'attuale team esecutivo che manterrà i propri ruoli e reinvestirà il 100% dei propri interessi azionari. NEA e 12 investitori già esistenti continueranno i loro investimenti scambiando azioni per nuovi interessi azionari. La fusione include un periodo di 'go-shop' di 30 giorni che scade il 23 gennaio 2025 ed è soggetta all'approvazione degli azionisti e alle autorizzazioni regolatorie.
NeueHealth (NYSE: NEUE) ha anunciado un acuerdo de fusión definitivo para ser adquirida por New Enterprise Associates (NEA) a un valor empresarial de aproximadamente 1,3 mil millones de dólares. Los accionistas recibirán 7,33 dólares por acción en efectivo, lo que representa una prima del 70% sobre el precio de cierre del 23 de diciembre de 2024. Tras la transacción, NeueHealth se convertirá en una empresa privada, con el equipo ejecutivo actual manteniendo sus roles y reinvirtiendo el 100% de sus intereses en acciones. NEA y 12 inversores existentes continuarán sus inversiones intercambiando acciones por nuevos intereses en acciones. La fusión incluye un período de 'go-shop' de 30 días que expira el 23 de enero de 2025, y está sujeta a la aprobación de los accionistas y a las autorizaciones regulatorias.
NeueHealth (NYSE: NEUE)는 New Enterprise Associates (NEA)에 의해 약 13억 달러의 기업 가치로 인수되는 최종 합병 계약을 발표했습니다. 주주들은 주당 7.33달러의 현금을 받게 되며, 이는 2024년 12월 23일 종가 대비 70%의 프리미엄을 나타냅니다. 거래가 완료되면 NeueHealth는 비상장 기업이 되며 현재의 경영진이 그들의 역할을 유지하고 100%의 자기 지분을 재투자합니다. NEA와 12명의 기존 투자자들은 주식을 새로운 지분으로 교환하여 계속해서 투자를 진행할 것입니다. 이 합병은 30일의 '고숍' 기간을 포함하며, 이는 2025년 1월 23일에 만료되며, 주주 승인과 규제 승인을 받아야 합니다.
NeueHealth (NYSE: NEUE) a annoncé un accord de fusion définitif pour être acquis par New Enterprise Associates (NEA) à une valeur d'entreprise d'environ 1,3 milliard de dollars. Les actionnaires recevront 7,33 dollars par action en espèces, représentant une prime de 70% par rapport au prix de clôture du 23 décembre 2024. Suite à la transaction, NeueHealth deviendra une entreprise privée, l'équipe de direction actuelle conservant ses fonctions et réinvestissant 100 % de ses intérêts en actions. NEA et 12 investisseurs existants continueront leurs investissements en échangeant des actions contre de nouveaux intérêts en capital. La fusion comprend une période de 'go-shop' de 30 jours qui expire le 23 janvier 2025 et est soumise à l'approbation des actionnaires et à des autorisations réglementaires.
NeueHealth (NYSE: NEUE) hat eine endgültige Fusionsvereinbarung bekannt gegeben, um von New Enterprise Associates (NEA) zu einem Unternehmenswert von etwa 1,3 Milliarden US-Dollar übernommen zu werden. Die Aktionäre erhalten 7,33 US-Dollar pro Aktie in bar, was einer Prämie von 70% gegenüber dem Schlusskurs vom 23. Dezember 2024 entspricht. Nach der Transaktion wird NeueHealth zu einem privat geführten Unternehmen, wobei das derzeitige Führungsteam seine Positionen behält und 100% seiner Eigenkapitalinteressen reinvestiert. NEA und 12 bestehende Investoren werden ihre Investitionen fortsetzen, indem sie Aktien gegen neue Eigenkapitalinteressen eintauschen. Die Fusion umfasst einen 30-tägigen 'Go-Shop'-Zeitraum, der am 23. Januar 2025 endet, und unterliegt der Genehmigung der Aktionäre sowie den behördlichen Genehmigungen.
- 70% premium offered to shareholders at $7.33 per share
- Enterprise value of $1.3 billion indicates strong valuation
- Existing secured loan facility with Hercules Capital remains in place
- Current management team retained, providing operational continuity
- Delisting from public markets reduces investor liquidity
- Transaction subject to regulatory and shareholder approval risks
Insights
This go-private transaction at
The transaction includes strategic elements that warrant attention: the retention of the executive team with 100% equity rollover, continuation of the Hercules Capital secured loan facility and a 30-day go-shop provision that allows for potential superior offers. The committed equity financing without conditions reduces execution risk significantly.
For retail investors, this represents a clean exit opportunity at a substantial premium, though the go-shop period leaves room for potentially higher bids. The transaction effectively balances the interests of public shareholders while providing the company operational flexibility as a private entity.
This privatization marks a strategic shift in NeueHealth's trajectory in the value-based care space. Under private ownership, the company will have enhanced flexibility to execute its consumer-centric care model without quarterly earnings pressures. NEA's long-term partnership since 2016 and deep healthcare expertise suggest a well-aligned vision for scaling the company's differentiated care delivery platform.
The deal timing aligns with broader healthcare industry trends where private ownership enables faster adaptation to evolving value-based care models and technology integration. The retention of the management team ensures operational continuity while the financial backing provides resources for potential expansion and innovation in care delivery systems.
The transaction's governance structure demonstrates robust shareholder protection mechanisms. The Special Committee of independent directors, with separate legal and financial advisors, provides important procedural safeguards. The go-shop provision allows for market check while majority shareholder support through voting agreements balances deal certainty.
The regulatory approval requirements and SEC filing obligations are standard for this transaction size. The detailed disclosure requirements through Schedule 13E-3 and proxy statements will provide shareholders comprehensive information for informed decision-making. The transaction structure effectively manages potential conflicts of interest through independent committee oversight and separate legal representation for key parties.
Under the terms of the merger agreement, holders of NeueHealth common stock (other than shares that will be rolled over and certain excluded shares) will receive
NeueHealth’s executive leadership team will continue in their roles upon completion of the transaction and intends to roll over
“We are pleased to announce this transaction as we believe it places NeueHealth in a strong position for continued growth while maximizing value for all of NeueHealth’s public stockholders,” said Mike Mikan, President and CEO of NeueHealth. “NEA has been a longstanding strategic partner, and we look forward to continuing to work together to build on NeueHealth’s success as a leader in value-based care.”
“We believe NeueHealth has built a differentiated model of care that is uniquely positioned to drive value for consumers, providers, and payors and we have confidence in the NeueHealth team and their ability to continue to lead the Company,” said Mohamad Makhzoumi, Co-CEO of NEA. “We have had a strong partnership with NeueHealth since 2016 and share the Company’s commitment to making high-quality healthcare accessible and affordable for all Americans.”
Transaction Details
A special committee (the “Special Committee”) of the board of directors of NeueHealth (the “Board”), composed entirely of independent and disinterested directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of the Company and its stockholders that are not affiliated with NEA. Acting upon the recommendation of the Special Committee, the Board subsequently unanimously approved the transaction and determined to recommend that NeueHealth stockholders vote to approve and adopt the merger agreement.
Certain NeueHealth stockholders have agreed to vote all of their shares of NeueHealth common stock and/or preferred stock to approve and adopt the merger agreement, subject to certain conditions.
The merger is subject to approval by NeueHealth’s stockholders and other customary closing conditions, including receipt of certain regulatory approvals. NEA intends to finance the transaction with fully committed equity financing, and the transaction is not subject to any financing condition. Upon completion of the transaction, NeueHealth’s common stock will no longer be publicly traded or listed on any public market.
The merger agreement includes a 30-day “go-shop” period that will expire at 12:01 AM New York City time on January 23, 2025, which permits the Special Committee and its financial advisors to solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and NeueHealth does not intend to disclose developments with respect to the “go-shop” process unless and until it determines such disclosure is appropriate or is otherwise required.
Lincoln International, LLC is acting as financial advisor, and Richards, Layton & Finger, P.A. is acting as legal counsel, to the Special Committee. Simpson Thacher & Bartlett LLP is acting as legal counsel to NeueHealth.
Latham and Watkins LLP is acting as legal counsel to NEA, with Sidley Austin LLP acting as insurance regulatory counsel to NEA.
More information regarding the key terms will be included in a current report on Form 8-K to be filed by NeueHealth with the Securities and Exchange Commission (the “SEC”).
Important Information and Where to Find It
In connection with the transaction, the Company will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”), the definitive version of which will be sent or provided to Company stockholders. The Company, affiliates of the Company and affiliates of NEA intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3") with the SEC. The Company may also file other documents with the SEC regarding the transaction. This release is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE COMPANY OR THE TRANSACTION BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement, the Schedule 13E-3 and other documents that are filed or will be filed with the SEC by the Company, when such documents become available, through the website maintained by the SEC at www.sec.gov or through the Company's website at https://investors.neuehealth.com/home/default.aspx.
The transaction will be implemented solely pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024 (the “merger agreement”), among the Company, NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc., which contains the full terms and conditions of the transaction.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is available in the definitive proxy statement for the 2024 annual meeting of stockholders of the Company, which was filed by the Company with the SEC on April 1, 2024 (the “Annual Meeting Proxy Statement”), and will be available in the Proxy Statement. Please refer to the sections captioned “Executive Compensation,” “Director Compensation,” and “Security Ownership of Certain Beneficial Owners and Management” in the Annual Meeting Proxy Statement. Holdings of the Company’s securities by certain of the Company’s employees, and any changes in the holdings of the Company’s securities by the Company’s directors or executive officers from the amounts described in the Annual Meeting Proxy Statement, have been reflected in the following Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by George Lawrence Mikan III on May 6, 2024; Form 4, filed by Jay Matushak on May 6, 2024; Form 4, filed Tomas Orozco on May 6, 2024; Form 4, filed by Jeffery Michael Craig on May 6, 2024; Form 4, filed by Jeffrey J. Scherman on May 6, 2024; Form 4, filed by Jay Matushak on May 13, 2024; Form 4, filed by Jeffrey J. Scherman on May 13, 2024; Form 4, filed by Kedrick D. Adkins, Jr. on May 14, 2024; Form 4, filed by Andrew M. Slavitt on May 14, 2024; Form 4, filed by Linda Gooden on May 14, 2024; Form 4, filed by Mohamad Makhzoumi on May 14, 2024; Form 4, filed by Robert J. Sheehy on May 14, 2024; Form 4, filed by Matthew G. Manders on May 14, 2024; Form 4, filed by Stephen Kraus on May 14, 2024; Form 4, filed by Manuel Kadre on May 14, 2024; Form 4, filed by Jeffrey R. Immelt on May 14, 2024; Form 4, filed by Mohamad Makhzoumi on October 3, 2024; Form 4, filed by Jay Matushak on October 8, 2024; Form 4, filed by George Lawrence Mikan III on December 18, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.
About NeueHealth
NeueHealth is a value-driven healthcare company grounded in the belief that all health consumers are entitled to high-quality, coordinated care. By uniquely aligning the interests of health consumers, providers, and payors, NeueHealth helps to make healthcare accessible and affordable to all populations across the ACA Marketplace, Medicare, and Medicaid. NeueHealth delivers high-quality clinical care to over 500,000 health consumers through owned clinics and unique partnerships with over 3,000 affiliated providers. We also enable independent providers and medical groups to thrive in performance-based arrangements through a suite of technology and services scaled centrally and deployed locally. We believe our value-driven, consumer-centric care model can transform the healthcare experience and maximize value across the healthcare system. For more information, visit: www.neuehealth.com.
About NEA
New Enterprise Associates (NEA) is a global venture capital firm focused on helping entrepreneurs build transformational businesses across multiple stages, sectors and geographies. Founded in 1977, NEA has more than
Forward-Looking Statements
This release contains certain “forward-looking statements” within the meaning of the
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Investor Contact:
IR@neuehealth.com
Media Contact:
media@neuehealth.com
Source: NeueHealth
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