Combined company creates an industry leading
platform with more than 1,400 employer and payer clients, with
shared focus on consumer empowerment
Transcarent’s Generative AI WayFinding and care
experiences combined with Accolade’s Advocacy, Expert Medical
Opinion, and Primary Care will deliver on the promise of ‘One Place
for Health and Care’
Accolade shareholders to receive $7.03 per
share in cash
Transcarent, the One Place for Health and Care, and Accolade
(NASDAQ:ACCD), a leader in health advocacy, expert medical
opinions, and primary care, announced that they have entered into a
definitive agreement under which Transcarent will acquire Accolade
for $7.03 per share in cash, which represents a total equity value
of approximately $621M. This strategic combination, which has been
unanimously approved by the Boards of Directors of both companies,
will enhance Transcarent's mission to make it easy for people to
access high-quality, affordable health and care. The combined
platform will deliver a more personalized and engaging Member
experience.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20250108945021/en/
The transaction is expected to bring Transcarent’s generative
AI-powered WayFinding and comprehensive care experiences – Cancer
Care, Surgery Care, Weight Health – along with its Pharmacy Benefit
offering together with Accolade’s Personalized Healthcare Platform
and expertise in advocacy, expert medical opinions (EMO), and
primary care. Members will have one place to go for their health
and care needs, resulting in a better experience, higher-quality
care, and lower costs for health consumers, the companies who
employ them, and the payers who support them.
The new unified platform will provide:
- A Personalized Experience Driving Higher Utilization and
Lower Costs: Using WayFinding, people will have one place to go
for benefits navigation, clinical guidance, and care delivery. By
transitioning from standalone point solutions to a single,
integrated platform, Members will have a more personalized
experience, which will result in high utilization and measurably
reduced costs.
- A Quality-First Experience: Accolade’s strengths in
advocacy, expert medical opinions, and primary care are essential
for increasing people’s access to quality care and reducing
unnecessary treatments and procedures. Members relying on
Transcarent’s Cancer Care, Surgery Care, and Weight Health will
receive easier access to high-quality providers and
facilities.
- Easy Access, Less Friction, and Less Paperwork for
Physicians: Transcarent’s AI expertise will continue to deliver
a more intuitive experience for Members, while also reducing
friction and administrative burdens for the doctors, nurses, and
care advocates who support them. The expanded platform will allow
for more health data continuity and integration.
- Expansive Point Solution and Local Care Ecosystem:
Accolade has built deep data integrations with a broad ecosystem of
leading partners, including diabetes, mental health, fertility
healthcare, musculoskeletal (MSK), and kidney disease, among
others. Bringing together the best of provider, partner, and payer
ecosystems, the two companies will make it easier to access
high-quality point solutions employers choose as well as health
plan network options and local preferred choices.
Glen Tullman, Chief Executive Officer of Transcarent, said, “Our
clients – employers and health plans and the people who work for
them or who they serve – are telling us that healthcare today is
too confusing, too complex, and too costly. By integrating our
recently introduced generative AI-powered WayFinding and
comprehensive care experiences with Accolade’s advocacy, expert
medical opinions, and primary care, we have a solution that finally
makes it easy to access high-quality health and care and deliver
lower costs for the people who pay for care – employers, and all of
us. Already this January, we added more than 500,000 Members to our
platform including some of the most innovative, and respected
employers in the world, signaling their interest in a single
comprehensive platform to make it easy for their people and their
companies to improve their health and care experience, deliver
better health outcomes, and drive down costs. This combination will
accelerate that process, and I consider it a perfect fit, adding
great people to our team and expanding choice and access for our
clients and their employees and their families.”
Rajeev Singh, Chief Executive Officer of Accolade, said,
“Joining forces with Transcarent allows us to expand our mission of
empowering people to make the best decisions for their health and
wellbeing. The two companies share a focus on embracing AI and
advanced technology to change the way consumers experience the
healthcare system. Combining Transcarent’s complex care experience
with Accolade’s people and 16 years of healthcare data, we will
create a more personalized healthcare experience for people while
improving outcomes and driving down costs.”
“We are excited to double down on creating a powerful AI
platform enabling consumers to take charge of their care. Since
Glen and I created Transcarent, our vision has been to transform
healthcare at scale and this acquisition brings us closer to that
vision," said Hemant Taneja, CEO and Managing Director of General
Catalyst, who will be joining the Transcarent Board of Directors as
a part of this transaction.
Transaction Terms, Financing, and Approvals
The merger consideration of $7.03 per share represents a premium
of approximately 110% over Accolade's closing stock price on
January 7, 2025, the last trading day prior to public disclosure of
the transaction. Transcarent will finance the transaction through a
fully-committed equity financing led by General Catalyst and Glen
Tullman’s 62 Ventures.
The transaction is expected to close during the second calendar
quarter of 2025 following Accolade stockholder approval, regulatory
approvals, and other customary closing conditions. Upon completion,
Transcarent and Accolade will work collaboratively to ensure a
smooth integration process, with a shared commitment to a
high-quality health and care experience for their Members, improved
outcomes, and lower costs. Upon the completion of the acquisition,
Accolade will become a privately held company and its common stock
will no longer be listed on Nasdaq.
The Board of Directors of Accolade (“the Board”)
unanimouslyapproved the merger agreement and the transaction, and
will recommend that the Company’s stockholders approve both the
adoption of the merger agreement and the transaction on the terms
set forth in the merger agreement.
Accolade plans to file Form 10-Q for the quarter ended November
30, 2024 on Friday, January 10, 2025. The company expects to report
financial results for the fiscal 2025 third quarter ended November
30, 2024 within the guidance range previously provided. As a result
of the announced transaction, Accolade is withdrawing its previous
financial guidance for the fiscal year and will not host its
previously scheduled conference call on Thursday, January 9,
2025.
Advisors
Evercore served as the exclusive financial advisor to
Transcarent and Wilson Sonsini Goodrich & Rosati, Professional
Corporation served as legal advisor to Transcarent.
Morgan Stanley & Co. LLC served as exclusive financial
advisor to Accolade and Cooley LLP served 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. With
WayFinding, a new experience powered by doctors and generative AI,
our Members “Just Ask Transcarent” to instantly get trusted health
information and benefits navigation, take the next step with
personalized clinical guidance, and access on-demand care.
Transcarent is aligned with those who pay for healthcare and
takes accountability for results – offering at-risk pricing models
and transparent impact reporting to ensure incentives support a
measurably better experience, better 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 90%. For more information,
visit accolade.com. Follow us on LinkedIn, X, Instagram, and
Facebook.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
and the Private Securities Litigation Reform Act of 1995, as
amended. These forward-looking statements include, but are not
limited to, statements regarding the benefits and timeline for
closing the proposed transaction with Transcarent, our combined
future growth and our financial outlook. Forward-looking statements
are subject to risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements, 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
the 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 or delay
resulting from the proposed transaction; the risk of any litigation
or regulatory action 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. Actual results may
differ materially from the results predicted, and reported results
should not be considered as an indication of future performance. In
some cases, you can identify forward-looking statements because
they contain words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “maintain,”
“might,” “likely,” “plan,” “potential,” “predict,” “target,”
“project,” “seek,” “should,” “will,” “would,” or similar
expressions and the negatives of those terms.
Further information on important risks and uncertainties that
could cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, the risks described under the heading “Risk
Factors” in Accolade’s most recently filed Annual Report on Form
10-K and subsequent filings, which should be read in conjunction
with any forward-looking statements. All forward-looking statements
in this press release are based on information available to
Accolade as of the date hereof, and it does not assume any
obligation to update the forward-looking statements provided to
reflect events that occur or circumstances that exist after the
date on which they were made, except as required by law.
Additional Information and Where to Find It
In connection with the proposed acquisition of Accolade by
Transcarent, Accolade intends to file with the SEC preliminary and
definitive proxy statements relating to such acquisition and other
relevant documents. The definitive proxy statement will be mailed
to Accolade’s stockholders as of a record date to be established
for voting on the proposed acquisition and any other matters to be
voted on at the special meeting. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER
SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ACCOLADE AND
THE PROPOSED ACQUISITION.
Investors and security holders may obtain free copies of these
documents (when they are available) on the SEC’s web site at
www.sec.gov, on Accolade’s website at ir.accolade.com or by
contacting Accolade’s Investor Relations via email at
IR@accolade.com.
Participants in the Solicitation
Accolade and its directors and executive officers may be deemed
participants in the solicitation of proxies from the stockholders
of Accolade in connection with the proposed acquisition and any
other matters to be voted on at the special meeting. Information
regarding the names, affiliations and interests of such directors
and executive officers will be included in the preliminary and
definitive proxy statements (when available). Additional
information regarding such directors and executive officers is
included in Accolade’s definitive proxy statement on Schedule 14A
for the 2024 Annual Meeting of Stockholders, which was filed with
the SEC on June 21, 2024.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of Accolade’s
stockholders in connection with the proposed acquisition and any
other matters to be voted upon at the special meeting will be set
forth in the preliminary and definitive proxy statements (when
available) for the proposed acquisition. These documents are
available free of charge as described in the preceding
paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250108945021/en/
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
Accolade (NASDAQ:ACCD)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Accolade (NASDAQ:ACCD)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
