LifeSpeak Inc. Announces Go-Private Transaction and Enters into Extension of Term Loan and Forbearance Agreements with its Lenders

• Cash offer of $0.32 per Common Share to shareholders represents a 28% premium to the 20-day VWAP on April 16, 2025
• Special Committee and Board (excluding any interested directors) unanimously determined the Transaction is in the best interest of the Company and the Board (excluding any interested directors) and has recommended that shareholders vote in favour of the Transaction
• A consortium of investors including Beedie Capital, LifeSpeak management and new and existing shareholders to acquire Preferred Shares to take the Company private
• LifeSpeak Inc. enters into extension and forbearance agreements with its lenders

TORONTO, April 17, 2025 /CNW/ - LifeSpeak Inc. ("LifeSpeak" or the "Company") (TSX: LSPK), the leading whole-person wellbeing solution for employers, health plans and other organizations, announces that it has entered into an Arrangement Agreement (the "Arrangement Agreement") dated April 17, 2025 pursuant to which shareholders will be offered a cash purchase price of $0.32 per Common Share (the "Consideration"), by way of a plan of arrangement (the "Arrangement"). The Arrangement is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions ("Transaction"). The Consideration represents premiums of approximately 88% and 28% to the closing price and 20-day volume-weighted average price ("VWAP") of the Common Shares on the Toronto Stock Exchange (the "TSX") as of April 16, 2025, the last trading day prior to this announcement.

The Transaction is the result of a strategic and liquidity review that the Company and the Special Committee (defined below) have been undertaking since August 2024 with the assistance of INFOR Financial Inc. ("INFOR Financial"). This review was necessary to address the Company's liquidity issues that primarily arose from a significant debt burden associated with a strategic acquisition completed in 2022. As has been previously announced, the Company is in default under its credit agreements and was unable to repay its term loan that was due on February 28, 2025. The Transaction provides the capital to support the Company's business, and is the best alternative available to ensure the ongoing viability of the Company. If the Transaction is not completed, the Company does not expect there will be an alternative that would provide any value to the holders of LifeSpeak's equity securities.

The Company announced today that it has entered into a forbearance and amending agreement (the "Forbearance and Amendment") with Beedie Investments Ltd. ("Beedie Capital") to amend the terms of its previously announced credit agreement (as amended from time to time, the "Credit Agreement") dated March 30, 2023 in respect of a non-revolving term convertible loan in the principal amount of $15 million (the "Loan"). Pursuant to the Forbearance and Amendment, Beedie Capital has also agreed to forbear for the time being from demanding immediate repayment of the Loan and taking steps to enforce the security thereunder. Concurrent with entering into the Forbearance and Amendment, LifeSpeak has also entered into a second amendment to the existing forbearance agreement with its senior lenders (the "Senior Lenders Forbearance Amendment"). Pursuant to the Senior Lenders Forbearance Amendment, the senior lenders have agreed not to enforce their rights and remedies against the Company and the guarantors in respect of defaults under the senior facility, which ends upon certain conditions not being satisfied (such date, the "Forbearance Date"). Such conditions are primarily related to the Company completing the Transaction and paying down its senior term loan in the timeframe set out in the Senior Lenders Forbearance Amendment. Similarly, Beedie Capital has agreed, pursuant to the Forbearance and Amendment, to forbear until the same Forbearance Date. LifeSpeak has also entered into a commitment letter with its senior lenders ("Commitment Letter"). Pursuant to the Commitment Letter, the senior lenders commit to underwrite an extension of the term loan and revolving facility ("Extended Credit Facility"), subject to certain conditions being satisfied including completing the Transaction, paying down the senior term loan and privatizing the Company.

In connection with the proposed Arrangement, Beedie Capital will convert its convertible debt and a portion of its outstanding bridge loan to Preferred Shares of the purchaser entity in the transaction (the "Purchaser"), increasing its position as a minority shareholder. A consortium of other investors including Company management and a lead investor ("Investor") will also invest in Preferred Shares of the Purchaser. The Investor is a next-gen technology-focused private equity firm that will bring significant global operational expertise to LifeSpeak. Beedie Capital, members of Company management, investors in the Company who invested in its March, 2024 private placement, certain shareholders of the Company and additional investors investing capital in connection with the Arrangement and other significant investors (the "Rolling Shareholders") will exchange their Common Shares for common shares in the Purchaser. Upon completion of the Arrangement, the Purchaser will own 100% of the shares of the Company and it is expected that post-closing the Purchaser and the Company will amalgamate as LifeSpeak Inc. Collectively, the Rolling Shareholders own Common Shares representing 76.6% of the issued and outstanding Common Shares (on a non diluted basis). The Rolling Shareholders' participation in the Transaction is required in order to effect the Transaction, whereby the Investor's committed capital can be used to pay down the Company's senior term loan as required by the senior lenders in connection with the Extended Credit Facility, and enable the remaining shareholders to receive the Consideration. 

"Our Board unanimously recommends the Arrangement as the best path forward for our shareholders and for the Company," said Michael Held, CEO and Founder of LifeSpeak. "This Transaction will provide us with the ability to de-lever the business and execute on our plan for long-term growth. LifeSpeak is at a major inflection point in our lifecycle with the release of our next-generation product and the privatization of the Company. We are really looking forward to this next stage as we move forward with our partners."

Following a comprehensive evaluation of the Arrangement with assistance from independent financial and legal advisors, the LifeSpeak Special Committee, consisting of independent members of its board of directors (the "Board"), unanimously recommended the go-private Transaction pursuant to the Arrangement Agreement. The Board, excluding those with a conflict of interest, unanimously recommend that shareholders support the Transaction.

Transaction Details

Pursuant to the terms of the Arrangement Agreement, shareholders (other than the Rolling Shareholders) will be offered $0.32 per Common Share in cash.

The Arrangement Agreement provides the agreement of the Company and the Purchaser to proceed to complete the Arrangement and certain other steps to effect the Transaction, and includes certain covenants, representations and warranties of each party in favour of the other. The Arrangement Agreement sets forth conditions to closing of the Transaction including: receipt of required shareholder and court approvals as well as regulatory approvals, and conditions in favour of the Investor that the Extended Credit Facility is entered into and that the Company has a minimum amount of cash available at closing. In addition, the Arrangement Agreement contains customary non-solicitation provisions prohibiting LifeSpeak from soliciting competing proposals, as well as a matching period provision that allows the Company to consider and accept a superior proposal, subject to a right-to-match provision for the Investor. The Arrangement Agreement provides for a Termination Fee payable by LifeSpeak to Investor if the Arrangement Agreement is terminated under certain circumstances.

Pursuant to an exchange and rollover agreement between the Company, the Investor and Beedie Capital entered into on the date of the Arrangement Agreement, Beedie Capital has agreed to transfer to the Purchaser its non-revolving convertible term loan in the principal amount of $15,000,000, plus all payment-in-kind interest and fees capitalized or accrued thereon (including default interest) as well as up to 100% of Beedie's non-convertible bridge loans in the aggregate principal amount of $4,200,000, plus all payment in kind interest and fees capitalized or accrued on such amount. In addition, Beedie has the option to assist the Company in meeting the closing condition in the Arrangement Agreement related to having a minimum cash balance by making a cash investment. The consideration for such cash investment as well as the transfer of the convertible debt and the bridge loan to the Purchaser will be preferred shares of the Purchaser.

Pursuant to separate rollover agreement, each between a Rollover Shareholder, the Company and the Purchaser, each Rolling Shareholder has agreed to transfer their Common Shares to the Purchaser in exchange for common shares in the Purchaser on a 1:1 basis.

Each of the Rolling Shareholders as well as the directors and officers of the Company has agreed to vote their Common Shares in favor of the Transaction pursuant to voting support agreements, subject to customary exceptions. The Common Shares represented by the parties to the voting support agreements represent approximately 82.3% of the votes of all of the Common Shares.

Transaction Approvals 

The Arrangement is subject to court approval and will be completed pursuant to a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act. Completion of the Arrangement is subject to various other closing conditions, including the required level of approval for the Arrangement, being resolution of the affirmative vote at a special meeting ("Company Meeting") of (i) 66 and 2/3 of the votes cast on such resolution by shareholders present in person or represented by proxy at the Company Meeting, and (ii) a majority of the votes cast on such resolution by shareholders present in person or represented by proxy at the Company Meeting, excluding the votes of any shareholders required to be excluded for purposes of the "minority approval" requirement under Multilateral Instrument 61 101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") in the context of a "business combination" (the "Minority Shareholders"); and excluding the votes of the rolling shareholders and any other shareholders that a securities regulatory authority may determine to exclude. Further details regarding applicable voting requirements will be contained in a management information circular to be filed on SEDAR+ at www.sedarplus.com and mailed to LifeSpeak shareholders in connection with the Company Meeting to approve the Arrangement.

The Transaction was approved unanimously by the Board (with the abstention of interested directors), after taking into account, among other things, the unanimous recommendation of the Special Committee, each of whom is independent for the purposes of MI 61-101. The Special Committee and the Board (with the abstention of interested directors) determined that the Transaction is in the best interests of the Company and the Board recommends that holders of Common Shares (other than the Rolling Shareholders) vote in favour of the Transaction.

In connection with the Arrangement, the Company will apply to have its Common Shares delisted from the TSX following the completion of the Arrangement. The Company will also make an application to cease to be a reporting issuer under Canadian securities laws (and will apply for exemptive relief in connection therewith). Following the granting of such relief, the Company expects that it will no longer be subject to the reporting requirements of applicable Canadian securities legislation.

The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement, a copy of which, together with the voting support agreements, and the management information circular for the Company Meeting will be filed with Canadian securities regulators and will be available on the SEDAR+ profile of LifeSpeak at www.sedarplus.com. LifeSpeak's shareholders are urged to read those and other relevant materials when they become available.

Fairness Opinion and Valuation
The Special Committee and Board of Directors have received a fairness opinion from INFOR Financial in oral form that the Consideration to be received by LifeSpeak shareholders (other than shareholders eligible to enter into an equity rollover agreement) pursuant to the Transaction is fair, from a financial point of view, to such shareholders.

The Special Committee and Board have also received an independent fairness opinion and valuation pursuant to MI 61-101 from Doane Grant Thornton LLP ("Doane Grant Thornton") in oral form, which opinion concluded, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set out therein, that the Consideration to be received by the shareholders of LifeSpeak (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such shareholders. True and complete copies of the written fairness opinion and the valuation will be included in the materials sent to the Company's shareholders in connection with the Company Meeting.

Advisors 
INFOR Financial Inc. is acting as exclusive financial advisor to the Company and Fasken Martineau DuMoulin LLP is acting as legal advisor to the Company.

Doane Grant Thorton LLP is acting as financial advisor to the Special Committee. Doane Grant Thornton was paid a fixed fee for its services and is not entitled to any fee that is contingent on the successful completion of the Transaction. Mintz LLP is serving as legal advisor to the Special Committee.

McCarthy Tétrault LLP is acting as legal advisor to the Investor and Dentons is acting as legal advisor to Beedie Capital on the proposed Transaction.

About LifeSpeak Inc.
Celebrating 20 years of supporting employee wellbeing, LifeSpeak Inc. is the leading provider of mental, physical, and family wellbeing solutions for employers, health plans, and other organizations across the globe. LifeSpeak is a holistic, personalized solution that provides expert support and thousands of on-demand fitness classes, nutrition guidance, and mental health education. Using AI, LifeSpeak creates a seamless, personalized journey—bridging the critical gap between physical and mental health, because true wellness happens when body and mind work together. The company's portfolio of offerings also includes Torchlight Parenting & Caregiving and ALAViDA Substance Use. Insights from LifeSpeak Inc.'s digital and data-driven solutions empower organizations and individuals to take impactful action to strengthen wellbeing and maximize workplace performance. To learn more, follow LifeSpeak Inc. on LinkedIn (http://www.linkedin.com/company/lifespeak-inc), or visit www.LifeSpeak.com. Because wellbeing can't wait.

Forward-Looking Information 

This press release may include "forward-looking information" within the meaning of applicable securities laws. Such forward-looking information may include, but is not limited to, statements regarding the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Transaction, the terms and conditions of the Arrangement Agreement, the timing of various steps to be completed in connection with the Transaction, the anticipated delisting of the Common Shares from the TSX and the Company ceasing to be a reporting issuer under Canadian securities laws, and other statements that are not material facts; information with respect to the expected effect on the financial condition of the Company based on the Bridge Loan, Credit Agreement, and the Company's ability to meet its covenants under the Credit Agreement. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Transaction. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, (i) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, regulatory and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (ii) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Transaction; (iii) the possibility of litigation relating to the Transaction; (iv) the potential of a third party making a Superior Proposal; (v) risks related to diverting management's attention from the Company's ongoing business operations; and (vi) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Transaction.

In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology and phrases such as "forecast", "target", "goal", "may", "might", "will", "could", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "predict", or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking information, including references to assumptions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding possible future events, circumstances or performance. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered reasonable by LifeSpeak as of the date of this release, is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information.

Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to, the possibility that the proposed Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or at all, the possibility of the Arrangement Agreement being terminated in certain circumstances, the ability of the Board to consider and approve a Superior Proposal for the Company, decisions made by the Company's lenders and the TSX, third party reaction to the Commitment Letter, Amendment and Forbearance and Senior Lenders Forbearance, as well as the risk factors identified under "Risk Factors" in LifeSpeak's annual information form for fiscal year ended December 31, 2024 , and in other periodic filings that LifeSpeak has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under LifeSpeak's SEDAR+ profile at www.sedarplus.com. These factors are not intended to represent a complete list of the factors that could affect LifeSpeak. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speak only as of the date of this release. LifeSpeak undertakes no obligation to publicly update any forward-looking information, except as required by applicable securities laws.

Accordingly, prospective investors should not place undue reliance on forward-looking information. The forward-looking information contained in this press release represents the Company's expectations as of the date of this press release (or as the date it is otherwise stated to be made) and is subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements. Prospective investors should read this entire press release and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of an investment in the Company.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or an offer to sell or a solicitation of an offer to purchase, any securities of LifeSpeak.

SOURCE LifeSpeak Inc.