L Catterton Partners entered into a definitive agreement to acquire Thorne HealthTech, Inc. (NasdaqGS:THRN) from Mitsui & Co., Ltd. (TSE:8031), Kirin Holdings Company, Limited (TSE:2503), Helsinn Therapeutics (U.S.), Inc., Diversified Natural Products, Inc. and others for approximately $620 million on August 27, 2023. L Catterton will commence a tender offer to acquire all outstanding shares of common stock of Thorne for $10.20 per share in cash. L Catterton Partners received an Equity Commitment Letter pursuant to which affiliated funds of L Catterton have committed, subject to the terms and conditions thereof, to invest in L Catterton directly or indirectly, cash amounts sufficient to fund in full the Payment Obligations. Upon termination of the Merger Agreement under specified circumstances, Thorne will be required to pay L Catterton a termination fee of $25,157,969. 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.

Transaction is subject to customary closing conditions, including satisfaction of the minimum tender condition, the waiting periods, if any, applicable to the Transactions pursuant to the HSR Act will have expired or otherwise been terminated and receipt of regulatory approvals. Thorne's independent Special Committee and Board of Directors have each unanimously approved the agreement and recommend that all stockholders tender their shares in the tender offer. Subject to the terms and conditions of the agreement, following the completion of the tender oer, 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. Mitsui & Co. Ltd., Helsinn International (U.S.) Corporation, Diversified Natural Products, Inc., Kirin Holdings Company Limited and directors of Thorne, holding approximately 45% of the Company?s outstanding shares of Company Common Stock agreed to validly tender such shares. The board of directors of Purchaser have also approved the transaction. As of October 13, 2023, the tender offer expired on October 12, 2023, and as of the expiration time 52,596,517 shares were validly tendered and not validly withdrawn in the offer, representing 97.3% of the issued and outstanding shares. Accordingly, the Minimum Condition and all conditions to the Offer have been satisfied. The transaction is expected to be completed in the fourth quarter of 2023. The transaction is expected to complete on October 16, 2023.

Irina Adler, Fuad Sawaya and David Istock of CG Sawaya Partners (operating under Canaccord Genuity served as exclusive financial advisor and Rich Mullen of Wilson Sonsini Goodrich & Rosati served as legal advisor to Thorne and the Special Committee of the Board of Directors. BofA Securities served as financial advisor and Joshua Kogan, Ross M. Leff, Zoey Hitzert, Jason Kanner, Kathryn Keves Leonard, Vincent P. Thorn, Scott D. Price, Matthew Wood of Marshall P. Shaffer and Daniel Yip of Kirkland & Ellis LLP served as legal advisors to L Catterton. Ezra Borut and Morgan J. Hayes of Debevoise & Plimpton LLP acted as legal advisor to Mitsui & Co., Ltd. (TSE:8031). Kirkland & Ellis LLP acted as legal advisor and BofA Securities acted as financial advisor to L Catterton.

L Catterton Partners completed the acquisition of Thorne HealthTech, Inc. (NasdaqGS:THRN) from Mitsui & Co., Ltd. (TSE:8031), Kirin Holdings Company, Limited (TSE:2503), Helsinn Therapeutics (U.S.), Inc., Diversified Natural Products, Inc. and others on October 16, 2023. Following completion of the Offer, L Catterton completed the acquisition of Thorne through the previously planned second-step merger. Thorne's common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.