Wilson Sonsini Represents Thorne HealthTech in Sale to L Catterton

Client Highlights

August 29, 2023

On August 28, 2023, Thorne HealthTech, Inc., a leader in delivering innovative solutions for a personalized approach to health and wellness, announced that it has entered into a definitive agreement under which L Catterton, a leading global consumer-focused investment firm, will commence a tender offer to acquire all outstanding shares of common stock of Thorne for $10.20 per share in cash. The transaction value of approximately $680 million represents a 94 percent premium to the unaffected closing share price on July 20, 2023, and a 113 percent premium to the 30-day volume weighted average price as of the unaffected date of July 20, 2023. Thorne's independent Special Committee and board of directors have each unanimously approved the agreement and recommend that Thorne’s stockholders tender their shares into the tender offer. Wilson Sonsini Goodrich & Rosati represented Thorne and the Special Committee of the board of directors in the transaction.

The transaction is expected to be completed in the fourth quarter of 2023, subject to customary closing conditions. Subject to the terms and conditions of the agreement, following the completion of the tender offer, L Catterton will acquire any shares of Thorne that are not tendered in the tender offer through a second-step merger for $10.20 per share in cash. Upon completion of the transaction, Thorne will become a privately held company and its shares of common stock will no longer be listed on any public market.

The Wilson Sonsini team that represented Thorne and the Special Committee of the board of directors includes:

M&A
Rich Mullen
Brian Chan
Amanda Hartman
Austin Wolfe
Michael Anthony

Corporate
Philip Oettinger
Jesse Schumaker

Corporate Finance
Dana Hall
Joseph Catapano

Employee Benefits and Compensation
Scott McCall
Michael Klippert
Kait Hulbert
Toni Hodge

Tax
Myra Sutanto Shen
Anthony Yanez

Technology Transactions
Dan Keating
Jason Xu
Christina Fuleihan
Lillian Li
Niharika Tawde
Aleksandar Vitomirov
Alex DeLaney
Shinjini Ray
Kimberly Parry

Patents and Innovations
Maya Skubatch
Julia Minitti
Jeff Seidel
Madeline Hess

Delaware Corporate
Ryan Greecher
Jason Schoenberg

Privacy and Cybersecurity
Matt Staples
Daniel Chen
Michael O’Brien
Hale Melnick
Dantam Le

FDA Regulatory
Eva Yin

Employment
Matt Gorman
Quinn Christie

Antitrust and Competition
Ben Labow
Kim Biagioli
Rose Reinacher