Micro-cap deals: Lifecore signs cash-and-CVR buyout
Lifecore’s agreement includes up to $160 million in contingent payments, while Inseego and Gentherm completed previously announced transactions.
Lifecore Biomedical signed a definitive agreement to be acquired by Webster Equity Partners, with common shareholders entitled to $6.28 per share in cash at closing plus one non-tradable contingent value right per share. The agreement provides for up to $160 million in aggregate contingent cash payments tied to performance milestones. The transaction’s stated value of up to $663.7 million assumes full achievement of those milestones; the initial common-share cash payment represents a 49.5% premium to Lifecore’s September 25 closing price.
### Cash, contingent rights and shares
Lifecore’s preferred shareholders have separate cash terms: holders of Series A preferred stock are entitled to the contractual Conversion Amount at closing, plus one CVR for each common share into which their preferred stock is convertible. That Conversion Amount was approximately $50.2 million as of June 30, 2026, and increases with dividends accrued through closing. Full payment of the performance milestones would bring aggregate potential consideration to $9.67 per common share or common-stock equivalent.
Peoples Bancorp and Capital Bancorp signed an all-stock merger agreement valued at approximately $728.1 million. Capital will merge into Peoples, followed by Capital Bank’s merger into Peoples Bank. Capital had $3.9 billion in total assets, $3.1 billion in gross loans and $3.4 billion in deposits as of June 30, 2026. Its businesses include commercial banking, digital consumer credit, government-guaranteed lending and servicing, and residential mortgage banking; fee-based revenue represented approximately 22% of its second-quarter revenue.
BRC Group Holdings also signed a whole-company acquisition agreement, under which a wholly owned subsidiary will acquire all outstanding common shares of Sangoma Technologies. The announced valuation is approximately $204 million, or C$289 million, in enterprise value. Sangoma, headquartered in Markham, Ontario, provides cloud-based, on-premises and hybrid communications services and serves more than 100,000 business customers across over 2.7 million unified-communications seats.
### Asset agreements carry different payment terms
Standard BioTools changed the buyer for its Mass Cytometry business. It terminated the agreement with Multiplex Bio by mutual agreement and signed a definitive sale agreement with Element Biosystems, an acquisition vehicle formed by GMT Venture Partners, for $5.5 million in cash at closing, subject to customary adjustments. Standard BioTools’ board determined that Element’s bid constituted a superior proposal. The replacement agreement removes the obligation to provide the $10 million working-capital loan required under the terminated agreement. Closing remains subject to Standard BioTools shareholder approval and other customary conditions.
1-800-FLOWERS.COM signed an agreement to sell PersonalizationMall.com and Things Remembered to PlanetArt for approximately $45 million in cash, subject to customary closing conditions. Alongside the proposed ownership transfer, 1-800-FLOWERS.COM and PlanetArt said they expect to enter into a commercial agreement allowing the seller to continue offering selected PersonalizationMall.com products to its customers.
Energy Services of America’s agreement for FAMCO uses a combination of cash, stock and a retained payment. Its new subsidiary, FAMCO Acquisition, will purchase substantially all of the West Virginia water-and-sewer contractor’s operating assets for a base price of $6.95 million, subject to adjustments. Three-eighths is payable in cash at closing, one-half in Energy Services common stock issued as soon as possible afterward, and one-eighth withheld pending a post-closing true-up. The acquisition remains subject to applicable closing conditions.
A subsidiary of FTAI Energy Partners, itself a subsidiary of FTAI Infrastructure, signed a definitive agreement to acquire the Port Arthur Terminal in Texas and a 50% interest in the Diluent Recovery Unit in Hardisty, Alberta, from a USD Group subsidiary. Total acquisition consideration is approximately $255 million in cash. The assets operate under a long-term take-or-pay contract, and the Port Arthur Terminal is designed to handle approximately 50,000 barrels of crude oil per day arriving by rail. Closing requires regulatory approvals.
### Completed business transfers
Inseego completed its acquisition of Nokia’s Fixed Wireless Access business on October 1, following the transaction’s April 30 announcement. The acquired product range includes indoor, outdoor and millimeter-wave fixed wireless access solutions. Nokia’s transition support is part of the arrangement: the approximately 250 people associated with the acquired business include employees joining Inseego and Nokia personnel continuing to support it under a transition services agreement.
Gentherm completed its combination with Modine’s Performance Technologies business through a Reverse Morris Trust structure: Modine spun off the business, which then merged with a Gentherm subsidiary. Modine shareholders received 0.44619 Gentherm shares per Modine share held on September 28, with cash for fractional shares. At closing, they owned approximately 43.62% of the combined company, excluding overlapping ownership. Modine also received an approximately $156 million cash distribution from the spun-off entity. Gentherm acquired the Modine brand, domains and trademarks, while Modine retained licensed use of the brand for certain businesses.