HealthEquity Confirms Proposal to Acquire WageWorks for $50.50 per Share in Cash

Transaction would create the premier provider of HSAs and additional
consumer-directed benefits

DRAPER, Utah–(BUSINESS WIRE)–HealthEquity, Inc. (NASDAQ: HQY) (“HealthEquity”), the nation’s largest
independent health savings account (“HSA”) custodian, today confirmed
that it has made a proposal to acquire all of the outstanding shares of
WageWorks, Inc. (NYSE: WAGE) (“WageWorks”) for $50.50 per share in cash.
The proposal was submitted to WageWorks on April 11, 2019.

The proposed acquisition would accelerate HealthEquity’s growth by
creating the premier provider of both HSAs and additional
consumer-directed benefits, including flexible spending and health
reimbursement arrangements, COBRA and commuter accounts. The company
would have a wide distribution footprint, significant customer base, and
proprietary technology driving member engagement, smart spending and
health saving for life.

HealthEquity has carefully considered the strategic and financial
benefits of this acquisition, leveraging publicly available information,
proprietary research, its own industry knowledge and the expertise of
external advisors. It has provided a definitive debt financing
commitment letter to WageWorks, and has also indicated a willingness to
include HealthEquity stock as a component of transaction consideration.

While HealthEquity stands ready to engage with WageWorks to negotiate a
transaction, there can be no assurance such negotiations will be
undertaken or that an agreement will be reached.

HealthEquity’s President and CEO, Jon Kessler, commented on the proposal
to WageWorks, “Together, we believe we can create exceptional value
helping American families connect health and wealth. We look forward to
engaging with WageWorks management and board as quickly as possible.”

About HealthEquity

HealthEquity connects health and wealth, delivering health savings
account (HSA) and other consumer driven health and retirement solutions
in partnership with over 45,000 employers and 141 health, retirement and
other benefit plan providers nationwide. HealthEquity members have
access to its end-to-end platform and remarkable “purple” service to
become consumers of healthcare while building health and retirement
savings for tomorrow. HealthEquity is the custodian of $8.1 billion in
assets for 4.0 million HSA members nationwide. For more information,
visit www.HealthEquity.com.

Forward-looking statements

This press release contains “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to, statements
regarding the proposed transaction between HealthEquity and WageWorks,
benefits of the proposed transaction, future opportunities for
HealthEquity if the acquisition is pursued and consummated, the product
offerings of HealthEquity if the acquisition is pursued and consummated,
and the ability of HealthEquity to deliver value to consumers.
Forward-looking statements reflect our current expectations regarding
future events, results or outcomes, and are typically identified by
words such as “estimate,” “project,” “predict,” “will,” “would,”
“should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,”
“believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or
similar expressions that convey the prospective nature of events or
outcomes. Factors that could cause actual results to differ include, but
are not limited to: the ultimate outcome of any possible transaction
between HealthEquity and WageWorks, including the possibility that the
parties do not engage in substantive discussions or that no agreement
can be reached by the parties regarding the proposed transaction; the
parties’ ability to consummate the proposed transaction, if pursued; the
conditions to the completion of the proposed transaction, including the
receipt of all required regulatory approvals and approval of the
stockholders of WageWorks; HealthEquity’s ability to finance the
proposed transaction and its ability to generate sufficient cash flows
to service and repay such debt; the ability of HealthEquity to
successfully integrate WageWorks operations with those of HealthEquity;
that such integration may be more difficult, time-consuming or costly
than expected; that operating costs, customer loss and business
disruption (including, without limitation, difficulties in maintaining
relationships with employees, customers or suppliers) may be greater
than expected following the proposed transaction or the public
announcement of the proposed transaction; and the retention of certain
key employees of WageWorks may be difficult. Although we believe the
expectations reflected in the forward-looking statements are reasonable,
we can give you no assurance these expectations will prove to be
correct. Actual events, results and outcomes may differ materially from
our expectations due to a variety of known and unknown risks,
uncertainties and other factors, including those described above. For a
detailed discussion of other risk factors, please refer to the risks
detailed in our filings with the Securities and Exchange Commission,
including, without limitation, our most recent Annual Report on Form
10-K and subsequent periodic and current reports. We undertake no
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. Forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date of this
press release.

Contacts

Investor Relations:
Richard Putnam
801-727-1209
[email protected]

Media:
Stephanie Muir
801-727-1234
[email protected]

Tom Johnson / Sydney Isaacs
Abernathy McGregor
212-371-5999 /
713-343-0427
[email protected]
/
[email protected]

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