Filed by Longview Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Longview Acquisition Corp. II
Commission File No. 001-40242
Date: January 18, 2022
HeartFlow Appoints Timothy Barabe to its Board
of Directors
REDWOOD CITY, Calif. – January 18, 2022 – HeartFlow
Holding, Inc., the leader in revolutionizing precision heart care, today announced the appointment of Timothy Barabe to its Board
of Directors.
“We are honored to have an accomplished leader like Tim join
the HeartFlow Board,” said William C. Weldon, Chairman of the Board of Directors, HeartFlow. “Tim’s background and expertise
in financial strategy, operations and stewardship will add important perspectives to the Board as we enter our next phase of growth.”
Mr. Barabe brings more than 30 years of experience in the life sciences
industry, across a broad range of financial and strategic roles. Most recently, Mr. Barabe served as the chief financial officer and executive
vice president at Affymetrix Inc., where he led the company’s financial functions as well as the treasury, investor relations, and
information technology departments. Previously, he served as senior vice president and chief financial officer at Human Genome Sciences,
where he worked with the leadership team to drive the financial strategy and operations of the company. For more than 20 years, he held
senior international executive roles in finance, general management, and strategic planning at Novartis AG. His roles included chief financial
officer of the Sandoz Generics Business Unit, president of the CIBA Vision Corporation Specialty Lens Business Franchise, and group vice
president and chief financial officer of CIBA Vision Corporation.
Mr. Barabe currently serves as a Board member and Audit Committee Chair
of Selecta Biosciences, Inc., and on the board of Vigilant Biosciences, a privately-held medical device company. He previously served
on the Boards of Veeva Systems, Inc., ArQule, Opexa Therapeutics, Autonomous Technologies and BioCure, Inc. As an active philanthropist,
Tim is involved in a range of charitable causes and served on the board of Project Open Hand, a San Francisco-based non-profit organization
focused on serving nutritious meals to vulnerable populations from 2014 to 2020.
“I am thrilled to join the Board of Directors for HeartFlow as
the company is at a key inflection point in its growth trajectory,” said Barabe. “I look forward to leveraging my experience
and working with the team to make HeartFlow’s game-changing technology broadly available to more patients worldwide.”
Mr. Barabe has a Bachelor of Business Administration in finance from
the University of Massachusetts (Amherst) and an MBA from the University of Chicago.
# # #
About the HeartFlow FFRct Analysis
Starting with a standard coronary computed tomography angiogram (CTA),
the HeartFlow Analysis leverages algorithms trained using deep learning (a form of AI) and highly trained analysts to create a digital,
personalized 3D model of the heart. The HeartFlow Analysis then uses powerful computer algorithms to solve millions of complex equations
to simulate blood flow and provides FFRct values along the coronary arteries. This information is used by physicians in evaluating the
impact a blockage may be having on blood flow and determine the optimal course of treatment for each patient. A positive FFRct value (≤0.80)
indicates that a coronary blockage is impeding blood flow to the heart muscle to a degree which may warrant invasive management.
Data demonstrating the safety, efficacy and cost-effectiveness of the
HeartFlow Analysis have been published in more than 500 peer-reviewed publications, including long-term data out to five years. The HeartFlow
Analysis offers the highest diagnostic performance available from a non-invasive test.1 To date, clinicians around the world
have used the HeartFlow Analysis for more than 100,000 patients to aid in the diagnosis of heart disease.
About HeartFlow
HeartFlow is the leader in revolutionizing precision heart care, uniquely
combining human ingenuity with advanced technology. HeartFlow’s non-invasive HeartFlow FFRct Analysis leverages artificial intelligence
to create a personalized three-dimensional model of the heart. Clinicians can use this model to evaluate the impact a blockage has on
blood flow and determine the best treatment for patients. HeartFlow’s technology is reflective of our Silicon Valley roots and
incorporates over two decades of scientific evidence with the latest advances in artificial intelligence. The HeartFlow FFRct Analysis
is commercially available in the United States, UK, Canada, Europe and Japan. For more information, visit www.heartflow.com.
Important Information about the Business
Combination and Where to Find It
In connection with the proposed Business
Combination pursuant to the business combination agreement, dated as of July 15, 2021 (as amended, the “Business Combination Agreement”),
by and among Longview Acquisition Corp. II (“Longview”), HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc., the parent
company of HeartFlow, Inc., Longview has filed with the Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus and, as amended, will
include a definitive proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed
to holders of shares of Longview’s common stock in connection with Longview’s solicitation of proxies for the vote by Longview’s
stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as
the prospectus relating to the offer and sale of the securities of Longview to be issued in the Business Combination. Longview’s
stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in
connection with the proposed Business Combination, as these materials will contain important information about the parties to the Business
Combination Agreement, Longview and the proposed Business Combination. After the Registration Statement is declared effective, the
definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders
of Longview as of a record date to be established for voting on the proposed Business Combination and other matters as may be described
in the Registration Statement. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive
proxy statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once
available, at the SEC’s web site at www.sec.gov, or by directing
a request to: Longview Acquisition Corp. II, 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial
Officer or to info@longviewacquisition.com.
Participants in the Solicitation
Longview and its directors and executive
officers may be deemed participants in the solicitation of proxies from Longview’s stockholders with respect to the Business Combination.
A list of the names of those directors and executive officers and a description of their interests in Longview is contained in the Registration
Statement for the Business Combination and is available free of charge at the SEC’s web site at www.sec.gov, or by directing
a request to Longview Acquisition Corp. II, 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial
Officer or to info@longviewacquisition.com. Additional information regarding the interests of such participants is contained in
the Registration Statement.
HeartFlow and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Longview in connection with the
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business
Combination is contained in the Registration Statement.
Forward-Looking Statements
This press release includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. HeartFlow’s actual results may differ from its expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “indicate,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify
such forward-looking statements. These forward-looking statements include, without limitation, HeartFlow’s statements
regarding the anticipated Business Combination. These forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results. Most of these factors are outside Longview’s
and HeartFlow’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to:
(1) the ability of Longview and HeartFlow prior to the Business Combination, and the combined company following the Business
Combination, to meet the closing conditions in the Business Combination Agreement, including due to failure to obtain approval of
the stockholders of Longview and HeartFlow or certain regulatory approvals, or failure to satisfy other conditions to closing in the
Business Combination Agreement; (2) the occurrence of any event, change or other circumstances, including the outcome of any legal
proceedings that may be instituted against Longview and HeartFlow following the announcement of the Business Combination Agreement
and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement or could
otherwise cause the transactions contemplated therein to fail to close; (3) the inability to obtain or maintain a stock exchange
listing of the combined company’s Class A common stock, as applicable, following the Business Combination; (4) the risk that
the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business
Combination; (5) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among
other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees;
(6) costs related to the Business Combination; (7) changes in applicable laws or regulations or the healthcare industry; (8) the
inability of the combined company to raise financing in the future; (9) the success, cost and timing of HeartFlow’s and the
combined company’s product development activities, including market adoption of their current and future products; (10) the
inability of HeartFlow or the combined company to obtain and maintain regulatory approval for their current and future products, and
any related restrictions and limitations of any approved product; (11) the inability of HeartFlow or the combined company to build
effective sales and marketing capabilities to support the combined company’s growth strategy; (12) the inability of HeartFlow
or the combined company to maintain HeartFlow’s existing customer, license, and collaboration agreements, and arrangements
with commercial and government payers; (13) future changes in clinical guidelines, or the timing of increased adoption and use, if
any, of HeartFlow’s products as a result of the publication of positive clinical guidelines that support the use of
HeartFlow’s and the combined company’s products; (14) the inability of HeartFlow or the combined company to compete with
other companies marketing or engaged in the development of products that aid physicians in the evaluation and treatment of coronary
artery disease; (15) the size and growth potential of the markets for HeartFlow’s and the combined company’s products,
and each of their ability to serve those markets, either alone or in partnership with others; (16) the pricing of HeartFlow’s
and the combined company’s products and reimbursement for medical procedures conducted using HeartFlow’s and the
combined company’s products, including future changes to or
reductions in reimbursement and payment rates; (17) HeartFlow’s and the combined company’s estimates regarding expenses,
future revenue, capital requirements and needs for additional financing; (18) HeartFlow’s and the combined company’s
financial performance; (19) the impact of COVID-19 on HeartFlow’s business and/or the ability of the parties to complete the
Business Combination; and (20) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating
to the Business Combination, including those under “Risk Factors” in the Registration Statement, and in Longview’s
other filings with the SEC.
The foregoing list of factors is not exclusive.
and investors should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither HeartFlow
nor Longview undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This communication shall not constitute a
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication
shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of section 10 of the Securities Act of 1933, as amended.
Contact
For Investors:
Leigh Salvo or Jack Droogan
Gilmartin Group
Investors@heartflow.com
For Media:
Jennie Kim
HeartFlow
media@heartflow.com
1.
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Driessen, R., et al. J Am Coll Cardiol. 2019;73(2),161-73
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