Altaris, LLC entered into a definitive agreement to acquire Sharecare, Inc. (NasdaqGS:SHCR) for $520 million on June 21, 2024. The merger consideration is $1.43 per share. A special committee of the Board of Directors of Sharecare, comprised solely of independent directors, carefully evaluated Altaris' proposal and alternatives thereto.

Following this process, the Special Committee determined that the transaction is in the best interests of Sharecare and its stockholders, and acting upon the recommendation of the Special Committee, the Board approved the merger agreement and the transaction, and will recommend that the Company's stockholders approve both the adoption of the merger agreement and the transaction on the terms set forth in the merger agreement. The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders and the receipt of required regulatory approvals. The deal has been approved by the target board.

The transaction is not subject to a financing condition. The transaction is expected to close in the second half of 2024. Houlihan Lokey and MTS Health Partners are acting as financial advisors to the Special Committee, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to the Special Committee.

Kirkland & Ellis LLP is acting as legal advisor to Altaris. King & Spalding LLC is acting as legal advisor to Jeff Arnold.