WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the
“Company”) has entered into a definitive agreement to acquire
Weekend Health, Inc., d/b/a Sequence, a subscription telehealth
platform offering access to healthcare providers specializing in
chronic weight management. Sequence seamlessly integrates the
patient and clinician experience for ongoing, clinical care and
medication management while providing high-touch support in
navigating the insurance approval process.
Obesity is a complex, chronic condition, and, for some,
prescription medications can be helpful in addressing the
biological components of obesity. Medical experts recommend pairing
these medications with a science-backed lifestyle modification
program for long-term weight management and overall health.1-5
“As science advances rapidly, we know there is a significant
opportunity to improve outcomes for those using medications.
Clinical interventions require better education, access, care
management, community and the integration of a complementary
lifestyle program for best results. It is our responsibility, as
the trusted leader in weight management, to support those
interested in exploring if medications are right for them,” said
Sima Sistani, CEO of WeightWatchers.
“WeightWatchers’ nutrition and behavior-change program can
provide the support needed to help people build livable healthy
habits for the long term and manage the dietary-induced side
effects often felt while taking chronic weight management
medications, such as glucagon-like peptide-1s (GLP-1s),” said Dr.
Gary Foster, PhD, Chief Scientific Officer of WeightWatchers. “As
we build out our clinical weight management pathway, we will be
learning and likely tailoring our nutrition program for this
distinct member journey. We know weight management isn’t
one-size-fits-all and clinical interventions are not medically or
otherwise appropriate for everyone, which is why we remain
committed to all pathways.”
Since its launch in late 2021, Sequence has quickly grown into
an approximately $25 million annual revenue run-rate business
serving approximately 24,000 members across the U.S. as of February
2023. Sequence has a highly efficient operating model and recently
turned cash flow positive, while continuing to drive strong growth
primarily through word of mouth.
Sequence members have highlighted the benefits of its service,
including support in navigating the insurance approval process and
the quality care they receive from clinicians.
“Pairing behavior change with medically appropriate clinical
solutions is more powerful and more sustainable than clinical
alone,” said Rémi Cossart, CEO and Co-Founder of Sequence.
“WeightWatchers is the most studied and trusted behavior change
program, and their customer-centric approach to livable,
sustainable, science-backed weight management is unparalleled. I am
thrilled to be joining the WeightWatchers team following the
acquisition to scale Sequence’s clinical weight management
offering, in combination with WeightWatchers’ best-in-class
behavior change program, to deliver a one-of-a-kind scientifically
sound solution to comprehensive care.”
“With our science-backed lifestyle program and Sequence’s tech
platform – which puts complex, slow insurance processes on tech
rails – this is an unmatched opportunity for us to create an
integrated product offering. We want to ensure we have the best
programs and experiences for everyone. Together, we will provide
impactful, holistic solutions for people living with overweight or
obesity,” said Sistani.
To learn more about Sequence, please visit
https://www.joinsequence.com/ and to learn more about
WeightWatchers’ entry into clinical weight management, please
visit: https://www.weightwatchers.com/us/medical-weight-loss.
Transaction DetailsPursuant to the terms of the
merger agreement, WW will acquire Sequence in a cash and equity
transaction valued at $132 million, inclusive of a minimum of $26
million of Sequence’s cash. The effective net purchase price is
$106 million.
The $132 million will be paid as follows:
- $100 million at the closing of the transaction, of which $65
million ($39 million, net of Sequence’s cash) will be paid in cash
and $35 million in the form of 8.065 million newly issued shares of
common stock of WW;
- $16 million in cash on the first anniversary of the closing;
and
- $16 million in cash on the second anniversary of the
closing.
The transaction, which is subject to customary closing
conditions, is expected to close during the second quarter of
2023.
To learn more about the transaction, supplemental information is
available on our corporate website,
at corporate.ww.com in the Investors section under
Presentations and Events.
- Bays HE, Fitch A, Christensen S, Burridge K, Tondt J.
Anti-obesity medications and investigational agents: an obesity
medicine association (OMA) clinical practice statement (CPS) 2022.
Obesity Pillars. 2022 Jun 1;2:100018.
- Apovian CM, Aronne LJ, Bessesen DH, McDonnell ME, Murad MH,
Pagotto U, Ryan DH, Still CD. Pharmacological management of
obesity: an Endocrine Society clinical practice guideline. The
Journal of Clinical Endocrinology & Metabolism. 2015 Feb
1;100(2):342-62.
- FDA approves new drug treatment for chronic weight management,
first since 2014. News release. U.S. Food & Drug
Administration. June 4, 2021.
- Jensen MD, et al. 2013 AHA/ACC/TOS guideline for the management
of overweight and obesity in adults: a report of the American
College of Cardiology/American Heart Association Task Force on
Practice Guidelines and The Obesity Society. Circulation
2014;129:S102-S138.
- Moyer VA, on behalf of the U.S. Preventive Services Task Force.
Screening for and management of obesity in adults: U.S. Preventive
Services Task Force Recommendation Statement. Ann Intern Med.
2012;157:373-378.
About WW International, Inc. WeightWatchers is
a human-centric technology company powered by our proven,
science-based, clinically effective weight loss and weight
management program. For nearly six decades, we have inspired
millions of people to adopt healthy habits for real life. We
combine technology and community to help members reach and sustain
their goals on our program. To learn more about the WeightWatchers
approach to healthy living, please visit ww.com. For more
information about our global business, visit our corporate website
at corporate.ww.com.
Cautionary Note Concerning Forward-Looking
Statements
This news release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. The Company generally uses the words “may,” “will,” “could,”
“expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,”
“aim” and similar expressions in this news release to identify
forward-looking statements. These forward-looking statements are
based on management's current expectations, estimates, beliefs,
projections, future plans and strategies, anticipated events or
trends concerning matters that are not historical facts, including
statements with respect to the proposed acquisition of Sequence
(the “Acquisition”); the transaction’s effects on WW’s business and
the timing of such effects; and the expected timing of closing.
Actual results could differ materially from those projected in the
forward-looking statements. These forward-looking statements are
subject to risks, uncertainties and assumptions, including, among
other things: risks related to the proposed Acquisition,
including risks that the Company may not complete the Acquisition
or that the Acquisition may not achieve its intended results; risks
related to the Company’s potential exposure to extensive and
complex healthcare laws and regulations as a result of the proposed
Acquisition; and those described under the section entitled “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022, which is expected to be filed with the
Securities and Exchange Commission (the “SEC”) on or about the date
of this news release, as such factors may be updated from time to
time in our periodic filings with the SEC, which are accessible on
the SEC’s website at www.sec.gov and via the Company's
website at corporate.ww.com. You should not put undue reliance
on any forward-looking statements. You should understand that many
important factors, including those discussed herein, could cause
the Company’s results to differ materially from those expressed or
suggested in any forward-looking statement. Except as required by
law, the Company does not undertake any obligation to update or
revise these forward-looking statements to reflect new information
or events or circumstances that occur after the date of this news
release or to reflect the occurrence of unanticipated events or
otherwise, except as required by law.
For more information, contact:Media:Kelsey
Merkelkelsey.merkel@ww.com
Investors:Corey Kingercorey.kinger@ww.com
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