April 30, 2019

HealthEquity Confirms Proposal to Acquire WageWorks for $50.50 per Share in Cash

Transaction would create the premier provider of HSAs and additional consumer-directed benefits

DRAPER, Utah--(BUSINESS WIRE)--Apr. 30, 2019-- HealthEquity, Inc. (NASDAQ: HQY) ("HealthEquity"), the nation's largest independent health savings account ("HSA") custodian, today confirmed that it has made a proposal to acquire all of the outstanding shares of WageWorks, Inc. (NYSE: WAGE) (“WageWorks”) for $50.50 per share in cash. The proposal was submitted to WageWorks on April 11, 2019.

The proposed acquisition would accelerate HealthEquity’s growth by creating the premier provider of both HSAs and additional consumer-directed benefits, including flexible spending and health reimbursement arrangements, COBRA and commuter accounts. The company would have a wide distribution footprint, significant customer base, and proprietary technology driving member engagement, smart spending and health saving for life.

HealthEquity has carefully considered the strategic and financial benefits of this acquisition, leveraging publicly available information, proprietary research, its own industry knowledge and the expertise of external advisors. It has provided a definitive debt financing commitment letter to WageWorks, and has also indicated a willingness to include HealthEquity stock as a component of transaction consideration.

While HealthEquity stands ready to engage with WageWorks to negotiate a transaction, there can be no assurance such negotiations will be undertaken or that an agreement will be reached.

HealthEquity’s President and CEO, Jon Kessler, commented on the proposal to WageWorks, “Together, we believe we can create exceptional value helping American families connect health and wealth. We look forward to engaging with WageWorks management and board as quickly as possible.”

About HealthEquity

HealthEquity connects health and wealth, delivering 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 members have access to its end-to-end platform and remarkable “purple” service to become consumers of healthcare while building health and retirement savings for tomorrow. HealthEquity is the custodian of $8.1 billion in assets for 4.0 million HSA members nationwide. For more information, visit www.HealthEquity.com.

Forward-looking statements

This press release contains “forward-looking statements" within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the proposed transaction between HealthEquity and WageWorks, benefits of the proposed transaction, future opportunities for HealthEquity if the acquisition is pursued and consummated, the product offerings of HealthEquity if the acquisition is pursued and consummated, and the ability of HealthEquity to deliver value to consumers. Forward-looking statements reflect our current expectations regarding future events, results or outcomes, and are typically identified by words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or similar expressions that convey the prospective nature of events or outcomes. Factors that could cause actual results to differ include, but are not limited to: the ultimate outcome of any possible transaction between HealthEquity and WageWorks, including the possibility that the parties do not engage in substantive discussions or that no agreement can be reached by the parties regarding the proposed transaction; the parties’ ability to consummate the proposed transaction, if pursued; the conditions to the completion of the proposed transaction, including the receipt of all required regulatory approvals and approval of the stockholders of WageWorks; HealthEquity’s ability to finance the proposed transaction and its ability to generate sufficient cash flows to service and repay such debt; the ability of HealthEquity to successfully integrate WageWorks operations with those of HealthEquity; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; and the retention of certain key employees of WageWorks may be difficult. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to be correct. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors, including those described above. For a detailed discussion of other risk factors, please refer to the risks detailed in our filings with the Securities and Exchange Commission, including, without limitation, our most recent Annual Report on Form 10-K and subsequent periodic and current reports. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Source: HealthEquity, Inc.

Investor Relations:
Richard Putnam

Stephanie Muir

Tom Johnson / Sydney Isaacs
Abernathy McGregor
212-371-5999 / 713-343-0427
tbj@abmac.com / sri@abmac.com