P&G and Thorne

The two prices

In August 2023 L Catterton agreed to take Thorne HealthTech private at $10.20 a share, a transaction valued at roughly $680 million. The offer was reported as a 113 percent premium to the volume weighted average price over the preceding thirty days. The tender closed on 16 October 2023 with about 97 percent of shares tendered, and BofA Securities advised L Catterton (contemporaneous reporting).

On 4 August 2026 Thorne announced a definitive agreement to be acquired by Procter & Gamble from L Catterton’s Flagship Fund, with Perella Weinberg as lead financial adviser to Thorne and closing expected later in the year (Thorne). The release does not state a price. Jones Day, which advised P&G, records the transaction at $3.8 billion and expects it to close in the fourth quarter of 2026 (Jones Day).

That is roughly five and a half times the 2023 price, realised in under three years.

What looks ordinary about it

A consumer products company buying a wellness brand is an unremarkable transaction. Paul Gama, who runs P&G’s health care business, said Thorne “strengthens our position in premium wellness.” Thorne’s chief executive Colin Watts said the company believes P&G is “the right partner to help us expand our impact.” Neither sentence would surprise anyone who reads these announcements.

The return is not especially surprising either. Buying a business at a large premium to a depressed public price and selling it to a strategic buyer is the stated purpose of the fund that did it.

The part that is missing

My argument is that the interesting feature of this transaction is not the price or the return. It is that the period in which the value was created produced no public financial statements at all.

Thorne was a reporting company until the tender closed in October 2023. After that it filed nothing, because a private company owned by a fund has no obligation to tell anyone what its revenue did. Whatever happened between the two prices, and most of the value is in that gap, happened where the record does not reach. A reader can see what Thorne was worth before and what it was worth after, and cannot see why.

This is the shape worth noticing. A take-private is usually described as a change of owner. It is also a change in what the public is permitted to know, and it is normally the growth that follows which justifies the premium paid to stop the disclosure.

The strongest objection

The objection is that nothing was concealed and the public price was simply wrong. On that reading, L Catterton paid 113 percent over the market because the market had mispriced the business, and the later sale shows the error rather than any value created in the dark.

I think that explains part of the gap and not the size of it. A public market that was wrong by a factor of two is an ordinary occurrence. A public market that was wrong by a factor of eleven, which is what pricing the 2026 outcome against the 2023 market price would require, is a much stronger claim than the one I am making. Both effects are probably present, and the record does not let anyone weigh them.

What a reader can still check

P&G is a public filer and will have to account for what it bought. When it does, the allocation of the purchase price will indicate how much of the $3.8 billion it attributes to identifiable assets and how much to goodwill, which is the closest thing to a public statement of what it thinks it is paying for.

That disclosure will arrive after the deal closes, which is the point. The explanation becomes available once the decision has already been made by people who had the figures all along.