Talkspace acquired by Universal Health Services: fairness opinion by Wells Fargo Securities
Deal terms
Implied value per share by method vs. $5.25 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Wells Fargo Securities to the target board
Discounted cash flow assumptions
Net present value as of December 31, 2025 of unlevered free cash flows 2026-2030, terminal value via perpetuity growth rates of 4.0%-5.0%, plus estimated tax savings from NOL utilization for fiscal years 2026-2032; adjusted for net cash and fully diluted shares as of February 28, 2026.
Selected public companies (5)
Hinge Health, Inc. · Lifestance Health Group, Inc. · Progyny, Inc. · Teladoc Health, Inc. · Omada Health, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2026E Revenue | — | 1.8x | — | 1.9x–2.8x | — |
| EV / 2027E Revenue | — | 1.6x | — | 1.7x–2.3x | — |
| EV / 2026E Adjusted EBITDA | — | 10.1x | — | 17.0x–22.0x | — |
| EV / 2027E Adjusted EBITDA | — | 8.4x | — | 14.0x–16.0x | — |
| Selected Public Companies Analysis - aggregate implied equity value per share | — | — | — | — | $3.68–$5.64 |
Selected precedent transactions (10)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-01 | Accolade, Inc. | Transcarent, Inc. | — |
| 2024-06 | Sharecare, Inc. | Altaris, LLC | — |
| 2022-06 | Convey Health Solutions Holdings, Inc. | TPG, Inc. | — |
| 2022-06 | LifeWorks, Inc. | TELUS Corporation | — |
| 2022-04 | Tivity Health, Inc. | Titan-Atlas Parent, Inc. (an affiliate of Stone Point Capital) | — |
| 2022-02 | SOC Telemed, Inc. | Spark Parent, Inc. (an affiliate of Patient Square Capital) | — |
| 2021-06 | Newport Healthcare | Onex Partners V (an affiliate of Onex Partners) | — |
| 2021-01 | Magellan Health, Inc. | Centene Corporation | — |
| 2020-12 | Refresh Mental Health | Kelso Fund X (an affiliate of Kelso & Co) | — |
| 2020-04 | LifeStance Health Holdings, Inc. | Affiliates of TPG Global, LLC / TPG Capital | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / NTM Revenue | — | 2.7x | — | 2.0x–3.0x | — |
| EV / NTM Adjusted EBITDA | — | 15.0x | — | 17.0x–19.0x | — |
| Selected Precedent Transactions - aggregate implied equity value per share | — | — | — | — | $3.84–$5.50 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Selected Premiums Paid Analysis (informational) | Reviewed U.S. target transactions announced January 1, 2015 through December 31, 2025 with transaction values between $200 million and $1 billion; applied 25th-75th percentile one-day premiums of 11%-48% to the $4.78 one-day prior unaffected closing price and four-week premiums of 13%-55% to the $3.88 four-weeks prior unaffected closing price. | $4.38–$7.07 |
| Historical Trading Prices (informational) | Historical intraday trading prices of Company common stock for the 52-week period through March 5, 2026. | $2.22–$5.18 |
| Equity Research Price Targets (informational) | Undiscounted sell-side analyst 12-month price targets published by eight equity research analysts through March 5, 2026. | $5.50–$9.00 |
Fee currently estimated at approximately $15.7 million, of which $3.0 million became payable upon delivery of the opinion and the remainder is contingent upon consummation of the merger. Expense reimbursement and indemnification also provided.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | CAGR |
|---|---|---|---|---|---|
| Revenue | $354M | $401M | $450M | $497M | 12.0% |
| Revenue growth | 20.8% | 13.3% | 12.2% | 10.4% | |
| EBITDA | $56.0M | $70.0M | $86.0M | $100M | 21.3% |
| EBITDA growth | 60.0% | 25.0% | 22.9% | 16.3% | |
| EBITDA margin | 16% | 17% | 19% | 20% | |
| Implied EV / EBITDA | 14.9x | 11.9x | 9.7x | 8.3x |
Year-1 growth is against LTM at announcement ($293M revenue, $35.0M EBITDA); later years are year over year.
Company management, at the direction of the Board, prepared the "Company Forecasts" for fiscal years 2026-2030, approved by the Transaction Committee on October 23, 2025, on a standalone basis excluding merger effects and synergies. Revenue grows from $293 million in 2026E to $497 million in 2030E; Adjusted EBITDA from $35 million to $100 million; Unlevered Free Cash Flow from $17 million to $63 million (gross profit $123 million to $205 million). Management also provided perpetuity growth rates (4.0%-5.0%) and estimated tax savings from NOL utilization for fiscal 2026-2032. Forecasts for 2026-2028 were shared with UHS and other potentially interested parties.
Process notes
Other Digital / HealthTech fairness opinions
- Simulations Plus / Altaris 2026 · 16.7x EV/EBITDA
- TruBridge / Inventurus Knowledge Solutions Health 2026 · 8.1x EV/EBITDA
- Forian / Management-Led Consortium 2026 · 85.0x EV/EBITDA
- Streamline Health / MDaudit 2025
- iCAD / RadNet 2025
- Accolade / Transcarent 2025 · 35.5x EV/EBITDA
All Digital / HealthTech opinions → · Wells Fargo Securities opinions