SNCE - Science 37 to be Acquired by eMed Expanding Access to Patients and Accelerating Enrollment | Benzinga
RESEARCH TRIANGLE PARK, N.C., Jan. 29, 2024 (GLOBE NEWSWIRE) -- Science 37 Holdings, Inc. (NASDAQ:SNCE) (the "Company" or "Science 37"), the clinical research industry's leading MetasiteTM, today announced that it has entered into a definitive merger agreement to be acquired by eMed, LLC ("eMed"), the leader in on-demand virtual care and treatment for consumers. With the most authoritative in-home testing and treatment solution available across a variety of indications, the largest real-time network of certified remote proctors, and Test-to-TreatTM technology that streamlines the patient enrollment process, eMed brings significant resources to enhance Science 37's ability to access unique patients, enroll studies faster, and ensure long-term sustainability.
The transaction, which has been unanimously approved by Science 37 Board of Directors, is valued at an equity value of approximately $38 million and will be structured as an all-cash tender offer to acquire all outstanding shares of Science 37. Under the terms of the agreement, eMed, through its wholly owned subsidiary, will commence a tender offer to acquire all outstanding shares of Science 37 common stock for $5.75 in cash per share, representing a premium of approximately 21.3% over Science 37's closing share price on the 26th of January, 2024, the last full trading day prior to the transaction announcement. In connection with the transaction, Stockholders collectively holding approximately 44% of the outstanding shares of common stock have entered into Tender and Support Agreements pursuant to which such stockholders have agreed, among other things, to tender all of their shares of the company in response to the tender offer and otherwise support the transaction, subject to certain exceptions and customary terms and conditions set forth therein.
"After an extensive review of opportunities available to Science 37, we believe that eMed provides the greatest value to our stockholders, customers, patients, and employees" said David Coman, Chief Executive Officer at Science 37. "Stockholders will receive a premium, trial sponsors will gain greater access to patients, faster enrollment, and confidence in the Company's capital position, and our employees will be able to continue to pursue the existing mission of the Company."
The transaction is subject to the tender of a majority of Science 37's outstanding shares of common stock, and other customary closing conditions. Upon completion of the transaction, Science 37 will become a privately held company and shares of Science 37 common stock will no longer be listed on any public market. The parties anticipate that the transaction will be completed in the first quarter of 2024.
William Blair & Company, L.L.C. is serving as exclusive financial advisor to Science 37, and Thompson Hine LLP is serving as legal advisor. Hogan Lovells US LLP is serving as legal advisor to eMed.
Business Update:
In addition to the transaction announcement, Science 37 is providing a business update.
- Gross bookings were $22.3 million and $102.0 million for the quarter ended and full year ended December 31, 2023.
- Net of cancellations and negative scope changes, bookings were ($15.7) million and $18.7 million for the quarter ended and full year ended December 31, 2023. $32.2 million of fourth quarter realization adjustments were the result of three large studies that were canceled due to efficacy or customer portfolio prioritization.
- Revenue for the full year ended December 31, 2023 is expected to be within the most recently issued guidance of $58 to $59 million.
- Adjusted EBITDA(1) for the full year ended December 31, 2023 is expected to be better than the most recently issued guidance of ($32.5) million.
- Cash as of December 31, 2023 was in excess of $50.0 million, which is consistent with the most recently issued guidance.
- At December 31, 2023, total backlog was $132.2 million, of which approximately $40.1 million was expected to be converted to revenue in 2024. Based on historical bookings and backlog conversion performance, the targeted range of revenues for the full year ending December 31, 2024 is approximately $50 to $60 million.
(1) Adjusted EBITDA is a non-GAAP financial measure.
Science 37 has not provided a quantitative reconciliation of adjusted EBITDA guidance to net income (loss) within this press release because the Company is unable, without unreasonable efforts, to provide reconciling information with respect to interest income, depreciation, amortization, stock-based compensation, restructuring costs, change in fair value of the earn-out liability, and other adjustments to adjusted EBITDA. These items, which could materially affect the computation of GAAP net income (loss), are inherently uncertain and depend on various factors, some of which are outside of the Science 37's control.
The foregoing Business Update statement represents management's current estimates as of the date of this ...