MIAMI, Feb. 12,
2024 /PRNewswire/ -- eMed, LLC ("eMed") today
announced that its wholly-owned subsidiary, Marlin Merger Sub
Corporation, a Delaware
corporation ("Purchaser"), has commenced a cash tender offer to
purchase all the outstanding shares of common stock, par value
$0.0001 per share, of Science 37
Holdings, Inc. (NASDAQ: SNCE) ("Science 37") for a price of
$5.75 per share (the "Offer"). The
Offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated February 12, 2024 and the related Letter of
Transmittal and pursuant to the terms of the previously announced
Agreement and Plan of Merger, dated as of January 28, 2024 (the "Merger Agreement"), among
eMed, Purchaser and Science 37. A successful consummation of the
tender offer will be followed by a merger to acquire any untendered
shares of Science 37 for the same price payable in the tender
offer.
The Offer will expire at 12:00 midnight, New York City time, at the end of the day of
March 11, 2024, unless extended (the
latest time and date at which the Offer will expire, the
"Expiration Date"). Any extension of the Offer will be followed by
public announcement of the extension by press release or other
public announcement before 9:00 a.m.,
New York City time, on the next
business day after the Expiration Date.
eMed will file today a Tender Offer Statement on Schedule TO
with the United States Securities and Exchange Commission (the
"SEC"). The Offer to Purchase contained within the Schedule TO sets
out the full terms and conditions of the Offer.
Science 37 will file today a Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC,
which includes, among other things, the recommendation of the
Science 37 board of directors that Science 37's stockholders accept
the Offer and tender their shares of Science 37 common stock
pursuant to the Offer.
The Offer is subject to customary closing conditions, including
the tender of at least a majority in voting power of the shares of
Science 37 common stock then issued and outstanding. The Offer is
subject to other important conditions set forth in the Offer to
Purchase. The Offer is not subject to a financing condition.
Saratoga Proxy Consulting LLC ("Saratoga") is acting as information agent for
Purchaser in the Offer. Continental Stock Transfer & Trust
Company is acting as the depositary and paying agent in the Offer.
Requests for documents and questions by stockholders relating to
the Offer may be directed to Saratoga by telephone at (212) 257-1311 or
(888) 368-0379.
Additional Information
This press release is neither
an offer to purchase nor a solicitation of an offer to sell
securities. On February 12, 2024,
Purchaser and eMed will file a Tender Offer Statement on Schedule
TO with the SEC and Science 37 will file the Schedule 14D-9 with
the SEC, in each case with respect to the Offer. The Tender Offer
Statement (including the Offer to Purchase, the related Letter of
Transmittal and other offer documents) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully before any decision is made with
respect to the Offer. Those materials and all other documents filed
by, or caused to be filed by, eMed, Purchaser or Science 37 with
the SEC will be available at no charge on the SEC's website at
www.sec.gov. The Schedule TO Tender Offer Statement and related
materials will be available for free from Saratoga, and can be requested by contacting
them at the telephone numbers listed above. The Schedule 14D-9 and
other documents filed by Science 37 will be available for free from
Science 37 under the "Investor Relations" section of Science 37's
website at
http://investors.science37.com/financial-information/sec-filings.
Disclaimer
This press release contains forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, that can generally be identified by words such as
"tender offer," "commences," "commenced," "to purchase," "offer,"
"will," "subject to," "conditions," or similar expressions, or by
express or implied discussions regarding the potential outcome of
the tender offer for Science 37 being commenced by eMed. You should
not place undue reliance on these statements. Such forward looking
statements are based on our current beliefs and expectations
regarding future events, and are subject to significant known and
unknown risks and uncertainties. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those set
forth in the forward looking statements. There can be no guarantee
that the proposed acquisition described in this press release will
be completed, or that it will be completed as currently proposed,
or at any particular time. In particular, our expectations could be
affected by, among other things: regulatory actions or delays or
government regulation generally, including potential regulatory
actions or delays relating to the completion of the potential
acquisition described in this release; potential failures to meet
other closing conditions, including a potential failure of
sufficient shares to be tendered; uncertainties regarding actual or
potential legal proceedings, including, among others, potential
legal proceedings with respect to the proposed acquisition. eMed is
providing the information in this press release as of this date and
does not undertake any obligation to update any forward-looking
statements as a result of new information, future events or
otherwise.
About eMed
eMed is a leading telehealth and
diagnostics company that has developed a leading digital
point-of-care platform designed for complete testing processes to
be done at home. The company's platform provides verified test
results and access to on-demand prescription treatment with
same-day delivery, enabling consumers to easily get tested and
receive expert healthcare guidance.
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SOURCE eMed
