WageWorks Board Reaffirms Recommendation for HealthEquity Transaction

WageWorks, Inc. (“WageWorks”) (NYSE: WAGE), a leader in administering Consumer-Directed Benefits, today disclosed it has received an unsolicited, non-binding letter of interest from Mansa Parent Corporation (“Mansa”). The WageWorks Board of Directors, in consultation with its financial and legal advisors and in line with its fiduciary duties, has carefully reviewed the letter of interest and unanimously concluded that it contains significant contingencies and is not reasonably expected to result in a superior proposal under the terms of WageWorks’ previously announced merger with HealthEquity, Inc. (NASDAQ: HQY) ("HealthEquity").

In reaching its decision, the WageWorks Board of Directors determined that the indicative value referenced in the Mansa letter is speculative, highly conditional and contingent, non-binding and does not constitute a true and serious proposal. In its August 26, 2019 letter, Mansa makes clear that the letter itself does not constitute a “firm offer or an intention to make any offer for WageWorks,” and is conditioned upon a 21-day due diligence period. Further, Mansa has no public track record of having led any acquisition.

The letter was accompanied by non-binding letters of interest from potential financing sources, each contingent on a number of conditions, including due diligence. The debt financing source specifically stated that “This transaction has not been formally screened…this letter is simply an indication of interest based on conceptual senior credit facilities and does not constitute a proposal.” The other equity financing sources also have no public track record of participation in any acquisition.

Additionally, the letter of interest references an indicative value of $58.58 per share, based in part on citing potential synergies of at least $110 million that would arise from an anticipated acquisition by Mansa of an unnamed third party technology platform. The letter offers no details on the sources of such synergies and no assurances that such acquisition would be consummated.

As a result, the WageWorks Board of Directors reaffirms its recommendation in favor of the merger with HealthEquity, a transaction the Board continues to believe is in the best interests of WageWorks stockholders.

WageWorks Special Meeting

The WageWorks Special Meeting of stockholders to vote on the HealthEquity transaction is scheduled to take place on August 28, 2019 at WageWorks’ headquarters in San Mateo, California at 11:00am PT. Today’s update will not impact the scheduled meeting. All stockholders of record as of the close of business on July 26, 2019 will be entitled to vote their shares either in person or by proxy at the Special Meeting. The WageWorks Board of Directors recommends that stockholders vote “FOR” the proposal to approve the transaction with HealthEquity. The transaction is expected to close on Friday, August 30, 2019, subject to the approval of the merger by stockholders at the Special Meeting.

Wilson Sonsini Goodrich & Rosati P.C. is serving as legal counsel to WageWorks and Evercore as its financial advisor.

About WageWorks

WageWorks, Inc. (NYSE: WAGE) is a leader in administering Consumer-Directed Benefits (CDBs). WageWorks 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 offices in major locations throughout the United States. For more information, visit www.wageworks.com.

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