Babylon Announces Private Placement Financing
October 17 2022 - 6:00AM
Business Wire
Babylon (NYSE: BBLN) (“Babylon'' or the “Company”) today
announced that it has agreed to sell an aggregate of 145,885,760
(prior to rounding of fractional shares) of its Class A ordinary
shares to certain institutional and other accredited investors (the
“Initial Subscribers”) in a private investment in public equity
(the “PIPE”) at a price of $0.42122 per share (the “Initial
Subscriptions”). The price per share for the Initial Subscriptions
(the “Initial Subscription Price”) is equal to the average closing
price of Babylon’s Class A ordinary shares on the New York Stock
Exchange (the “NYSE”) for the five trading days immediately prior
to the execution of the subscription agreements for the Initial
Subscriptions.
The Initial Subscribers include the two largest existing Babylon
institutional investors: entities affiliated with Kinnevik AB
(publ) and VNV Global AB (publ). Babylon anticipates that the gross
proceeds from the Initial Subscriptions will be $61,450,000, before
deducting offering expenses payable by the Company.
Prior to the closing of the PIPE, Babylon may execute
subscription agreements with certain additional institutional and
other accredited investors, or for additional amounts from the
Initial Subscribers (each, an “Additional Subscription,” and,
together with the Initial Subscriptions, the “Subscriptions”, and
the Initial Subscribers together with subscribers for Additional
Subscriptions, the “Subscribers”), up to a maximum of $80 million
in gross proceeds from all Subscriptions. The price per share for
any Additional Subscription will equal the higher of the Initial
Subscription Price or the average closing price of Babylon’s Class
A ordinary shares on the NYSE for the five trading days immediately
prior to the execution of the subscription agreement for such
Additional Subscription.
The closing of the PIPE is expected to occur on or about
November 3, 2022, and is subject to Company’s receipt of at least
$75 million in gross proceeds from the Subscriptions in the
aggregate (which condition may be waived by the Company and the
Subscribers), and other customary closing conditions. In connection
with the closing, each of the Company’s outstanding Class B
ordinary shares will be converted into one Class A ordinary
share.
Babylon expects to use the proceeds from the PIPE to fund the
ongoing development of its digital-first platform and services for
managing population health, working capital and other general
corporate purposes.
The securities to be sold in the PIPE are being offered in a
transaction not involving a public offering, have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered or sold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act. Babylon has agreed to file a registration statement
with the Securities and Exchange Commission registering the resale
of the Class A ordinary shares sold in the PIPE.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Babylon
At Babylon, our mission is to make quality healthcare accessible
and affordable for every person on Earth. To this end we are
building an integrated digital-first primary care service that can
manage population health at scale. Babylon is working with
governments, health providers, employers and insurers across the
globe to provide them with a new digital-first platform that any
partner can use to deliver high-quality healthcare with lower costs
and better outcomes.
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 ability to generate profits in the future; that we may
require additional financing and our ability to obtain additional
financing on favorable terms; the risk that the conditions to the
closing of the proposed private placement are not satisfied; our
ability to sell the IPA business, including the timing of the sale
and the sale price; if we fail to comply with the NYSE’s continued
listing standards and rules, the NYSE may delist our Class A
ordinary shares; uncertainties related to our ability to continue
as a going concern; our ability to successfully execute our planned
cost reduction actions and realize the expected cost savings; the
growth of our business and organization; risks associated with
impairment of goodwill and other intangible assets; 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; difficulty in
hiring and retaining talent to operate our business; risks
associated with our international operations, economic uncertainty,
or downturns; 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; risks associated with foreign
currency exchange rate fluctuations and restrictions; 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 readers 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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