Babylon Holdings Limited (NYSE: BBLN) (“Babylon” or the
“Company”) today announced the completion of its previously
announced exchange offer (the “Exchange 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 (the “NYSE”) 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 Company
issued 3,949,471 Class A ordinary shares in exchange for the
warrants tendered in the Exchange Offer.
The Company also entered into the related amendment to the
warrant agreement governing the warrants (the “Warrant Amendment”)
and announced that it will exercise its right, in accordance with
the terms of the Warrant Amendment, to exchange all remaining
untendered warrants at an exchange ratio of 0.2655 Class A ordinary
shares for each warrant. The Company will fix the date for such
exchange as July 8, 2022.
As a result of the completion of the Exchange Offer and the
upcoming exchange for the remaining untendered warrants, no
warrants will remain outstanding. Accordingly, the public warrants
have been suspended from trading on the NYSE and will be delisted.
The Class A ordinary shares will continue to be listed and trade on
the NYSE under the symbol BBLN.
The Company engaged BofA Securities, Inc. as the Dealer Manager
for the Offer and Consent Solicitation. D.F. King & Co., Inc.
served as the Information Agent for the Offer and Consent
Solicitation, and Computershare Trust Company, N.A. served as the
Exchange Agent.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, the securities described herein, and is also not a
solicitation of the related consents. The Exchange Offer and
Consent Solicitation were made only pursuant to the terms and
conditions of the Prospectus/Offer to Exchange and related letter
of transmittal and consent.
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/20220623005836/en/
Media Adam Davison press@babylonhealth.com
Investors investors@babylonhealth.com
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