Rockley’s unique sensing platform enables
continuous health and wellness monitoring of multiple biomarkers,
paving the way for the next generation of consumer wearables and
medical devices
Transaction will advance the commercial launch
of Rockley’s transformational monitoring sensors and the
development of commercial opportunities in personal health, medtech
and beyond
Transaction values Rockley at a pro forma
enterprise value of $1.2 billion
Transaction includes a fully committed $150
million PIPE, with participation from top-tier institutional
investors including Senvest Management LLC and UBS O’Connor and
participation from Medtronic
Founder Dr. Andrew Rickman, a pioneer in
silicon photonics, will remain as CEO and Chairman
Rockley Photonics, Ltd. (“the Company” or “Rockley”), a leading
global supplier of integrated silicon photonic chips and modules
across multiple markets, today announced that it has entered into a
definitive agreement to combine with SC Health Corp. (“SC Health”)
(NYSE: SCPE), a publicly traded special purpose acquisition
company. The transaction will result in Rockley becoming a publicly
traded company on the NYSE under the symbol RKLY and values the
Company at a pro forma enterprise value of $1.2 billion.
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Transforming healthcare through revolutionary
“clinic-on-the-wrist” monitoring technology
The transaction will accelerate the commercial launch of
Rockley’s unique sensing platform, which is positioned to
revolutionize consumer health and wellness by enabling continuous,
non-invasive monitoring of multi-modal biomarkers such as lactate,
glucose, hydration, blood pressure, and core body temperature.
Built on its highly disruptive silicon photonics platform,
Rockley’s “clinic-on-the-wrist” technology is significantly more
accurate than LED sensors commonly used today in wearables such as
smart watches and fitness bands and allows for continuous
monitoring of key vitals in a way that was previously possible only
with clinical machines. By bringing laboratory precision
diagnostics to wearables, Rockley will enable consumers to detect
diseases earlier, better manage nutrition, and focus on preventive
healthcare so they can live better and healthier lives.
Rockley is working closely and deeply with some of the world’s
largest consumer electronics and wearables companies to provide
them with a full-stack solution, including co-packaged hardware
devices, biosensing algorithms, firmware, and data analytics to
enable these customers to provide meaningful and actionable
insights to their users.
Beyond consumer electronics, Rockley is partnering with
clinicians and MedTech companies to expand the application of its
revolutionary monitoring platform to medical devices to improve
disease detection and prevention.
Rockley’s platform supports cost-effective, high-volume
manufacturing. Its manufacturing ecosystem, with capacity reserved,
and proprietary process flows will enable rapid scale-up for volume
production of its highly integrated optical/electronic devices.
Rockley has also applied its integrated photonics technology to
deliver best-in-class chipsets for high-speed data communications
and machine vision applications, including LiDAR. Its technology is
protected by over 120 patents and the Company has raised $390
million in funding from over seven years of product development
from non-recurring engineering, investors, government grants,
subsidies and a range of world-class health-tech and technology
VCs, strategic investors, and financial institutions.
Management Comments
Dr. Andrew Rickman, Rockley’s founder and CEO, commented, “Our
partnership with SC Health positions us to accelerate our
time-to-market for our compelling health and wellness solutions.
Our proven sensor technology, world-class partners and a relentless
focus on execution will enable Rockley to deliver life-changing
benefits to an enormous number of people. We believe that bringing
laboratory diagnostics to the wrist will transform patient
monitoring, healthcare delivery, and overall consumer health and
wellbeing.”
A.J. Coloma, CEO of SC Health, commented, “We could not be more
excited to be working with the pioneer of silicon photonics, Dr.
Andrew Rickman. We are healthcare investors, and we very quickly
understood the transformational nature of Rockley’s technology and
the way it will revolutionize consumers’ ability to track, monitor
and better understand their day-to-day health and wellness. Based
on Rockley’s large addressable market, world-class team, and the
myriad applications that their silicon photonics platform enables,
we view Rockley as one of the most compelling opportunities in the
entire healthcare space.”
Transaction Overview
The transaction is expected to deliver up to $323 million of
gross proceeds to the combined company, including the contribution
of up to $173 million of cash held in SC Health’s trust account.
The combination is further supported by a $150 million PIPE at
$10.00 per share, with participation from top-tier institutional
investors including Senvest Management LLC and UBS O’Connor and
participation from Medtronic. Proceeds of the transaction will
support the Company’s continued growth through ongoing product
development in close collaboration with its initial customers.
Existing Rockley shareholders will roll 100% of their equity
into the combined company, demonstrating their conviction of
Rockley’s continued growth trajectory.
The transaction, which has been unanimously approved by SC
Health’s board of directors and the independent directors of
Rockley’s board of directors, is expected to close in the second
quarter of 2021, subject to approval by SC Health's shareholders
and other customary closing conditions, including any applicable
regulatory approvals.
Advisors
Cowen and Company LLC is serving as exclusive financial advisor
to Rockley and Pillsbury Winthrop Shaw Pittman LLP is serving as
legal counsel. BofA Securities is serving as exclusive financial
advisor to SC Health and Ropes & Gray LLP is serving as legal
counsel. BofA Securities and Cowen and Company LLC served as
placement agents on the PIPE. Blueshirt Capital Markets also is
serving as investor relations advisor to Rockley.
Investor Conference Call
Management of Rockley and SCH will host a recorded investor
conference call on March 19, 2021 to discuss the proposed
transaction and review an investor presentation. An audio webcast
of the call will be available on
www.netroadshow.com/nrs/home/#!/?show=212b7316.
About SC Health
SC Health is a special purpose acquisition company incorporated
in the Cayman Islands. SC Health is currently listed on the New
York Stock Exchange (NYSE). SC Health intends to acquire a target
with operations or prospects in the healthcare sector in the Asia
Pacific region, which may be a platform in the Asia Pacific region
or a global platform with a meaningful Asia Pacific growth thesis.
To learn more about SC Health, visit www.schealthcorp.com.
About Rockley Photonics
Rockley is a leading integrated photonics chipset developer and
module supplier for high-volume sensor and communication products.
Formed in 2013, Rockley is led by Dr. Andrew Rickman, the founder
of the first commercial silicon photonics company, Bookham
Technology.
Rockley has positioned itself for hyper scale manufacture with a
uniquely capable platform that can address multiple huge and
emerging markets, including health monitoring in consumer devices,
data communications and machine vision.
Rockley has partnered with multiple Tier-1 customers across the
markets it serves to deliver the complex optical systems required
for transformational product realization. To learn more about
Rockley, visit www.rockleyphotonics.com.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains “forward-looking statements”
regarding SC Health, Rockley, and the combined company. Statements
in this press release that are not historical in nature may
constitute such forward-looking statements. In addition, any
statements that refer to SC Health’s, Rockley’s, or the combined
company’s future expectations, beliefs, plans, objectives,
financial conditions, assumptions, performance, projections,
forecasts, or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would,” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this press release include, but are not limited to,
statements regarding the following: SC Health’s or Rockley’s
management team’s expectations, hopes, beliefs, intentions or
strategies regarding the future; the potential impact of the
transaction on Rockley and the combined company, including
accelerating the commercial launch of Rockley’s unique sensing
platform; the anticipated or potential features, benefits, and
applications for Rockley’s products and technology and timing
thereof; the market opportunity for Rockley’s products and
technology; the anticipated timing of the closing of the
transaction; and the anticipated gross proceeds the transaction is
expected to deliver to the combined company. These forward-looking
statements involve a number of risks, uncertainties (some of which
are beyond SC Health’s or Rockley’s control) or other assumptions
that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not
limited to, the following: (i) SC Health’s and Rockley’s ability to
complete the transaction, including the PIPE financing, during
anticipated timeframe or at all; (ii) Rockley’s success in
retaining or recruiting, or changes required in, officers, key
employees, or directors following the transaction; (iii) the funds
in the trust account being available to SC Health or the combined
company; (iv) SC Health’s or the combined company’s ability to
obtain additional financing to complete the transaction; (v) SC
Health’s public securities’ liquidity and trading; (vi) the lack of
a market for SC Health’s securities; (vii) the use of funds not
held in the trust account or available to SC Health from interest
income on the trust account balance; (viii) the trust account not
being subject to claims of third parties; (ix) general economic
conditions and Rockley’s financial performance; (x) the impacts of
COVID-19; (xi) the number of SC Health shareholders voting against
the business combination proposal; (xii) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Business Combination Agreement and Plan of
Merger; (xiii) the ability to achieve and maintain the listing of
the combined company’s shares on a national securities exchange
following the business combination; (xiv) changes adversely
affecting the businesses in which Rockley is engaged; (xv)
management of growth; (xvi) Rockley’s ability to execute on its
business strategy and plans; (xvii) the result of future financing
efforts; and (xviii) Rockley’s or the combined company’s ability to
obtain any required regulatory approvals, including any required
FDA approvals, in connection with Rockley’s anticipated products
and technology as well as the factors described under the heading
“Risk Factors” in SC Health’s registration on Form S-1 (File No.
333-232240), the registration statement on Form S-4 discussed below
and other documents filed by SC Health from time to time with the
U.S. Securities and Exchange Commission (the “SEC”). The
forward-looking statements contained herein are based on SC
Health’s and Rockley’s current expectations and beliefs concerning
future developments and their potential effects. There can be no
assurance that future developments affecting SC Health and Rockley
will be those that have been anticipated. SC Health and Rockley
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Rockley and SC Health. This press release does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. SC Health
intends to file a registration statement on Form S-4 with the SEC,
which will include a document that serves as a prospectus and proxy
statement of SC Health, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to
all SC Health shareholders. SC Health also will file other
documents regarding the proposed transaction with the SEC. Before
making any voting decision, investors and securityholders of SC
Health and Rockley are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will
contain important information about the proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by SC Health through the website
maintained by the SEC at www.sec.gov.
The documents filed by SC Health with the SEC also may be
obtained free of charge at SC Health’s website at
www.schealthcorp.com or upon written request to 108 Robinson Road,
#10-00, Singapore 068900.
Participants in Solicitation
SC Health and its respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from SC Health’s shareholders in connection with the proposed
transaction. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be contained in the proxy statement/prospectus
when available. You may obtain free copies of these documents as
described in the preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210319005191/en/
For Rockley Media Paul Kranhold, John Christiansen Sard
Verbinnen & Co Rockley-SVC@sardverb.com
Investors Mark Roberts Blueshirt Capital Advisors
Investors@rockleyphotonics.com
For SC Health Contact@schealthcorp.com
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