Babylon Holdings Limited (NYSE: BBLN) (“Babylon” or the
“Company”) today announced that it has commenced an exchange offer
(the “Offer”) and consent solicitation (the “Consent Solicitation”)
relating to its outstanding (i) public warrants to purchase Class A
ordinary shares of the Company, par value $0.0000422573245084686
per share (the “Class A ordinary shares”), which warrants trade on
the New York Stock Exchange under the symbol “BBLN.W”(the “public
warrants”) and (ii) related private placement warrants to purchase
Class A ordinary shares (the “private placement warrants” and,
together with the public warrants, the “warrants”). The warrants
were assumed by Babylon in connection with its business combination
with Alkuri Global Acquisition Corp. on October 21, 2021. The
purpose of the Offer and Consent Solicitation is to simplify the
Company’s capital structure and reduce the potential dilutive
impact of the warrants, thereby providing the Company with more
flexibility for financing its operations in the future.
The Company is offering to all holders of the warrants the
opportunity to receive 0.295 Class A ordinary shares in exchange
for each outstanding warrant tendered by the holder and exchanged
pursuant to the Offer. Pursuant to the Offer, the Company is
offering up to an aggregate of 4,294,703 shares of its Class A
ordinary shares in exchange for the warrants.
Concurrently with the Offer, the Company is also soliciting
consents from holders of the public warrants and the private
placement warrants to amend the warrant agreement that governs all
of the warrants (the “Warrant Agreement”) to permit the Company to
require that each warrant that is outstanding upon the closing of
the Offer be converted into 0.2655 Class A ordinary shares, which
is a ratio 10% less than the exchange ratio applicable to the Offer
(the “Warrant Amendment”). Pursuant to the terms of the Warrant
Agreement, all except certain specified modifications or amendments
require the vote or written consent of holders of at least 50% of
the number of the then outstanding public warrants and, solely with
respect to any amendment to the terms of the private placement
warrants or any provision of the Warrant Agreement with respect to
the private placement warrants, the vote or written consent of at
least 50% of the number of the then outstanding private placement
warrants. Parties representing 38.7% of the public warrants have
agreed to tender their warrants in the Offer and to consent to the
Warrant Amendment in the Consent Solicitation, pursuant to a tender
and support agreement. Accordingly, if holders of an additional
approximately 11.3% of the outstanding public warrants consent to
the Warrant Amendment in the Consent Solicitation, and the other
conditions of the Offer are satisfied or waived, then the Warrant
Amendment will be adopted with respect to the public warrants. The
offering period will continue until Midnight (end of day), Eastern
Standard Time, on June 17, 2022, or such later time and date to
which the Company may extend, as described in the Company’s
Schedule TO and Prospectus/Offer to Exchange (the “Expiration
Date”). Tendered warrants may be withdrawn by holders at any time
prior to the Expiration Date.
The Offer and Consent Solicitation are being made pursuant to a
Prospectus/Offer to Exchange dated May 20, 2022, and Schedule TO,
dated May 20, 2022, each of which have been filed with the U.S.
Securities and Exchange Commission (“SEC”) and more fully set forth
the terms and conditions of the Offer and Consent Solicitation.
The Company’s Class A ordinary shares and public warrants are
listed on The New York Stock Exchange under the symbols “BBLN” and
“BBLN.W,” respectively. As of May 20, 2022, a total of 14,558,313
warrants were outstanding.
The Company has engaged BofA Securities, Inc. as the Dealer
Manager for the Offer and Consent Solicitation. Any questions or
requests for assistance concerning the Offer and Consent
Solicitation may be directed to BofA Securities, Inc. at:
BofA Securities NC1-004-03-43 200 North College Street, 3rd
floor Charlotte NC 28255-0001 Attn: Prospectus Department Email:
dg.prospectus_requests@bofa.com
D.F. King & Co., Inc. has been appointed as the Information
Agent for the Offer and Consent Solicitation, and Computershare
Trust Company, N.A. has been appointed as the Exchange Agent.
Requests for documents should be directed to D.F. King & Co.,
Inc. at (800) 817-5468 (for warrant holders) or (212) 269-5550 (for
banks and brokers) or via the following email address:
babylon@dfking.com.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will
be available free of charge at the website of the SEC at
www.sec.gov. Requests for documents may also be directed to D.F.
King & Co., Inc. at (800) 817-5468 (for warrant holders) or
(212) 269-5550 (for banks and brokers) or via the following email
address: babylon@dfking.com. A registration statement on Form F-4
relating to the securities to be issued in the Offer has been filed
with the SEC but has not yet become effective. Such securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the warrants or an offer to sell or a solicitation of an
offer to buy any Class A ordinary shares in any state in which such
offer, solicitation or sale would be unlawful before registration
or qualification under the laws of any such state. The Offer and
Consent Solicitation are being made only through the Schedule TO
and Prospectus/Offer to Exchange, and the complete terms and
conditions of the Offer and Consent Solicitation are set forth in
the Schedule TO and Prospectus/Offer to Exchange.
Holders of the warrants are urged to read the Schedule TO and
Prospectus/Offer to Exchange carefully before making any decision
with respect to the Offer and Consent Solicitation because they
contain important information, including the various terms of, and
conditions to, the Offer and Consent Solicitation.
None of the Company, any of its management or its board of
directors, or the Information Agent, the Exchange Agent or the
Dealer Manager makes any recommendation as to whether or not
holders of warrants should tender warrants for exchange in the
Offer or consent to the Warrant Amendment in the Consent
Solicitation.
About Babylon
Babylon is one of the world’s fastest growing digital healthcare
companies whose mission is to make high-quality healthcare
accessible and affordable for every person on Earth.
Babylon is re-engineering how people engage with their care at
every step of the healthcare continuum. By flipping the model from
reactive sick care to proactive healthcare through the devices
people already own, it offers millions of people globally ongoing,
always-on care. Babylon has already shown that in environments as
diverse as the developed UK or developing Rwanda, urban New York or
rural Missouri, for people of all ages, it is possible to achieve
its mission by leveraging its highly scalable, digital-first
platform combined with high quality, virtual clinical operations to
provide integrated, personalized healthcare.
Founded in 2013, Babylon’s technology and clinical services is
supporting a global patient network across 15 countries, and is
capable of operating in 16 languages. And through a combination of
its value-based care model, Babylon 360, and its work in primary
care through NHS GP at Hand, Babylon managed over 440k lives
globally from the start of 2022. In 2021 alone, Babylon helped a
patient every 6 seconds, with approximately 5.2 million
consultations and AI interactions. Importantly, this was achieved
with a 93% user retention rate in our NHS GP at Hand service and 4
or 5 star ratings from more than 90% of our users across all of our
geographies.
Babylon is also working with governments, health providers,
employers and insurers across the globe in order to provide them
with a new infrastructure that any partner can use to deliver
high-quality healthcare with lower costs and better outcomes. For
more information, please visit www.babylonhealth.com.
Forward-Looking
Statements
This press release contains “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or our
future financial or operating performance. When used in this press
release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements
include, without limitation, information concerning Babylon’s
possible or assumed future results of operations, business
strategies, debt levels, competitive position, industry environment
and potential growth opportunities.
These forward-looking statements are not guarantees of future
performance, conditions, or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside of Babylon’s management’s
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. These
risks, uncertainties, assumptions and other important factors
include, but are not limited to our future financial and operating
results and that we may require additional financing; uncertainties
related to our ability to continue as a going concern; the growth
of our business and organization; our failure to compete
successfully; our ability to renew contracts with existing
customers, and risks of contract renewals at lower fee levels, or
significant reductions in members, pricing or premiums under our
contracts due to factors outside our control; our dependence on our
relationships with physician-owned entities; our ability to
maintain and expand a network of qualified providers; our ability
to increase engagement of individual members or realize the member
healthcare cost savings that we expect; a significant portion of
our revenue comes from a limited number of customers; the
uncertainty and potential inadequacy of our claims liability
estimates for medical costs and expenses; risks associated with
estimating the amount and timing of revenue recognized under our
licensing agreements and value-based care agreements with health
plans; risks associated with our physician partners’ failure to
accurately, timely and sufficiently document their services; risks
associated with inaccurate or unsupportable information regarding
risk adjustment scores of members in records and submissions to
health plans; risks associated with reduction of reimbursement
rates paid by third-party payers or federal or state healthcare
programs; risks associated with regulatory proposals directed at
containing or lowering the cost of healthcare, including the ACO
REACH model; immaturity and volatility of the market for
telemedicine and our unproven digital-first approach; our ability
to develop and release new solutions and services; the impact of
COVID-19 or any other pandemic, epidemic or outbreak of an
infectious disease in the United States or worldwide on our
business; and the other risks and uncertainties identified in
Babylon’s Annual Report on Form 20-F filed with the SEC on March
30, 2022, and in other documents filed or to be filed by Babylon
with the SEC and available at the SEC’s website at www.sec.gov.
Babylon cautions that the foregoing list of factors is not
exclusive and cautions you not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Except as required by law, Babylon does not undertake any
obligation to update or revise its forward-looking statements to
reflect events or circumstances after the date of this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20220520005189/en/
Media Adam Davison press@babylonhealth.com
Investors investors@babylonhealth.com
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