June 28, 2019

Willkie advised HealthEquity, the nation's largest independent health savings account custodian, in the transaction, expected to accelerate a market-wide transition to HSAs.

On June 27, HealthEquity, the nation's largest independent health savings account (HSA) non-bank custodian, and WageWorks (NYSE: WAGE), a leader in administering HSAs and consumer-directed benefits, announced that HealthEquity will acquire all of the issued and outstanding shares of common stock of WageWorks for $51.35 per share in cash, representing a total enterprise value of approximately $2 billion. The all-cash offer represents a 28% premium to the volume weighted average closing price of WageWorks shares for the 30 trading days prior to HealthEquity’s acquisition proposal becoming public on April 29, 2019.

The acquisition is expected to give HealthEquity access to more of the fast-growing HSA market by expanding its direct distribution to employers and benefits advisors as a single source, premier provider of HSAs and complementary CDBs, including flexible spending accounts, health reimbursement arrangements, COBRA administration and commuter accounts. The transaction has been approved by the boards of directors of both HealthEquity and WageWorks and is subject to WageWorks’ stockholder approval, regulatory approvals and other customary closing conditions, but is not subject to the availability of financing. Following the close of the transaction, Jon Kessler, President and CEO of HealthEquity, will serve as President and CEO of the combined company.

HealthEquity delivers 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 is the custodian of $8.3 billion in assets for 4.1 million HSA members nationwide.

WageWorks, Inc. is solely dedicated to administering CDBs, including pre-tax spending accounts, such as Health Savings Accounts (HSAs), health and dependent care Flexible Spending Accounts (FSAs), Health Reimbursement Arrangements (HRAs), as well as Commuter Benefit Services, including transit and parking programs, wellness programs, COBRA, and other employee benefits. WageWorks is headquartered in San Mateo, California, with throughout the United States.

The Willkie team was led by partner Matthew Haddad and included partners Steven Gartner, Russell Leaf, Cristopher Greer and David Tarr.