MIAMI, March 12,
2024 /PRNewswire/ -- eMed, LLC ("eMed") today
announced the successful completion of the previously announced
tender offer by its wholly-owned subsidiary, Marlin Merger Sub
Corporation ("Purchaser"), for all the outstanding shares of common
stock, par value $0.0001 per share,
of Science 37 Holdings, Inc. (NASDAQ: SNCE) ("Science 37") at a
price of USD 5.75 per share.
Continental Stock Transfer & Trust Company, the depositary
for the tender offer, has advised Purchaser that, as of 12:00
Midnight, New York City time, at
the end of the day of Monday, March 11,
2024 (the "Expiration Time"), the expiration of the tender
offer, (i) 4,715,950 shares were validly tendered and not withdrawn
in the tender offer, representing approximately 77.8% of Science
37's outstanding shares of common stock, and (ii) notices of
guaranteed delivery had been delivered with respect to 76,755
additional shares, representing approximately 1.3% of the
outstanding shares. Purchaser has accepted for payment all shares
validly tendered and not withdrawn and will promptly pay for such
shares.
eMed will promptly complete its acquisition of Science 37
through consummation of a merger of Purchaser with and into Science
37 without a vote of the Science 37 stockholders in accordance with
Section 251(h) of the Delaware General Corporation Law (the
"DGCL"). Following the merger, Science 37 will be a wholly-owned
subsidiary of eMed, and each share of Science 37's common stock
outstanding immediately prior to the effective time of the merger
(other than shares owned by eMed, Purchaser, Science 37 or any
subsidiary of eMed or by any Science 37 stockholders who properly
perfected their appraisal rights under the DGCL) will be converted
into the right to receive $5.75 per
share, net to the seller in cash, without interest and subject to
any tax withholding, the same consideration received by
stockholders who tendered their shares in the tender offer. As a
result of the merger, Science 37 common stock will cease to be
traded on the NASDAQ Capital Market.
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 "will," or similar expressions. 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. In particular, our expectations could be affected
by, among other things, uncertainties regarding actual or potential
legal proceedings, including, among others, potential legal
proceedings with respect to the acquisition. 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. 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 telehealth and diagnostics company that develops 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
