Blue Apron to be acquired by Wonder Group for $13.00 per share in cash

Blue Apron announced that it has entered into a definitive merger agreement to be acquired by Wonder Group. Under the terms of the merger agreement, which has been unanimously approved by Blue Apron’s board of directors, Blue Apron stockholders will be entitled to receive $13.00 in cash per share of Class A common stock through a tender offer, representing an equity value of approximately $103M. The per share purchase price represents a 137% premium to the September 28 closing price and a 77% premium to the 30-day volume weighted average price of the company’s Class A common stock. Following the close of this transaction, Wonder plans to continue Blue Apron’s current operations serving customers nationwide under the Blue Apron brand, with expected new synergies between consumer-facing apps and delivery logistics. Under the terms of the merger agreement, Wonder will commence a tender offer to acquire all outstanding shares of the company’s Class A common stock for a purchase price of $13.00 per share in cash. The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including the tender of a majority of the outstanding shares of the company’s Class A common stock. The closing of the transaction is not subject to any financing conditions or regulatory approvals, and Wonder has fully committed financing already on its balance sheet sufficient to fund the closing of the transaction. Following the successful closing of the tender offer, Wonder will acquire any remaining shares of Blue Apron that are not tendered in the tender offer through a second-step merger at the same consideration per share paid in the tender offer. The company’s board of directors unanimously recommends that Blue Apron’s stockholders tender their shares in the tender offer. FreshRealm, Inc., which beneficially owns approximately 16.5% of Blue Apron’s outstanding shares of Class A common stock, has agreed to exercise its warrant as part of the transaction and then tender its shares in the tender offer in accordance with the terms of the tender and support agreement, and has waived applicable termination rights it has under the production and fulfillment agreement between FreshRealm and Blue Apron in connection with the transaction.