23andMe Special Committee Rejects CEO’s Buyout Proposal

23andMe Holding, a prominent human genetics and biopharmaceutical company, has rejected a preliminary non-binding proposal from its CEO, Anne Wojcicki, to acquire all outstanding shares not owned by her or her affiliates. The proposal offers cash consideration of $0.40 per share for Class A and Class B Common Stock. Wojcicki announced this intent on July 31, 2024, through a Schedule 13D filing with the Securities and Exchange Commission, indicating her commitment to the company’s future.

In response, the Special Committee of 23andMe's Board of Directors expressed disappointment, citing the lack of a premium to the closing price, absence of committed financing, and the conditional nature of the offer. The Committee views the proposal as insufficient and not in the best interest of non-affiliated shareholders, requesting Wojcicki to withdraw her intent to oppose alternative transactions and submit a fully-financed, actionable proposal. Meanwhile, the Committee plans to explore other options to maximize shareholder value.

Wells Fargo has been engaged as the financial advisor, while Dechert LLP serves as the legal advisor for the Special Committee. As a genetics-led consumer healthcare firm, 23andMe aims to provide individuals with genetic insights to foster a healthier future.

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