– Butterfly Network’s mission is to enable one-stop access to superior medical imaging, making affordable and user-friendly high-quality ultrasound globally accessible and intelligently connected.
– Butterfly iQ is the only ultrasound transducer that can perform « whole body imaging » with a single handheld probe using semiconductor technology. Connected to a mobile phone or tablet device, it’s powered by Butterfly’s Ultrasound-on-Chip ™ technology and harnessing the benefits of artificial intelligence to deliver advanced imaging that we believe is easy to use, improves patient outcomes and reduces the cost of care.
– This deal is expected to increase the adoption of the Butterfly Network’s breakthrough solutions and accelerate the future pipeline of innovative technologies.
– The value of the initial merger project is $ 1. $ 5 billion, with the combined company expected to have $ 584 million in cash after closing.
– Founder Dr.. Jonathan Rothberg to become chairman of the merged company and will be Butterfly’s largest controlling shareholder.
– 100% equity of current investors in Butterfly Network, including Baillie Gifford, The Bill and Melinda Gates Foundation, and Fosun Industrial Co. , Ltd., to shares in the merging company. There will be no sale of shareholders in the deal.
– Longview is a subsidiary of the leading healthcare investment firm Glenview Capital Management, which, along with its subsidiaries, is expected to own 7. 6% of the combined company’s outstanding shares upon closing. Longview Chairman and CEO of Glenview, Larry Robins, will join the combined company’s board of directors. Leading institutional investors including Eldridge, Fidelity Management & Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises, and Wellington Management have cemented $ 175 million in PIPE at $ 10 per share..
– The business combination is expected to be completed by the end of the first quarter of 2021, and the combined company will be listed on the New York Stock Exchange under the tape symbol « BFLY ».
Guilford, Connecticut. And New York, November. 20, 2020 / PRNewswire / – Butterfly Network, Inc. (« Butterfly » or « The Company »), an innovative digital health company that enables comprehensive access to medical-grade imaging, and Longview Acquisition Corp.. (NYSE: LGVW. U, LGVW, LGVW WS) (“Longview”), a SPV sponsored by Glenview Capital Management, LLC (“Glenview”), announced today that it has entered into a final business merger agreement. On close, the Class A common stock of the incorporated company is expected to trade on the New York Stock Exchange (« NYSE ») under the symbol « BFLY »..
Founded in 2011, Butterfly Network, Inc. Is an innovative digital health company with a mission to enable comprehensive access to medical ultrasound imaging, making high-quality ultrasound affordable, easy-to-use, globally accessible, and intelligently connected. Butterfly iQ is the only transducer to use semiconductor technology that can perform « whole body imaging » with a single handheld probe.. Connected to a mobile phone or tablet device, it’s powered by Butterfly’s Ultrasound-on-Chip ™ technology and leverages the benefits of artificial intelligence to deliver advanced imaging they believe is easy to use, improve patient outcomes and reduce the cost of care..
Historically, the global ultrasound market has been dominated by traditional cart-based devices that are only accessible by highly specialized technicians and are mostly located in hospitals, imaging centers, and doctors’ offices.. Previously released ultrasound devices (« POCUS ») are limited by a 60-year-old technology and significant costs that hinder widespread use. Butterfly iQ is designed to address the limitations of the currently available shopping cart and POCUS based technologies.
The Butterfly iQ was launched commercially in 2018, and in 2020, the company launched the Butterfly iQ with additional features and improved performance.. Since the introduction, more than 30,000 Butterfly iQ and iQ devices have been shipped to medical professionals globally. The company has sold or entered into agreements with the majority of the 100 largest hospitals in the United States, has built a strong brand among healthcare professionals, and has an exceptional net promotion score of 71 (USA). Butterfly iQ is commercially available in over 20 countries including the United States, Canada, Greater Europe, and Australia.
The butterfly was founded by Dr.. Jonathan Rothberg, serial scientist and entrepreneur who won the & Innovation Technology Presidential Medal in 2016 for inventing a new method for next-generation DNA sequencing. Prior to this deal, Butterfly had raised more than $ 400 million from investors, including Baillie Gifford, The Bill and Melinda Gates Foundation, and Fosun Industrial Co.. , Limited.
The Butterfly management team, led by CEO, Laurent Faracci, will continue to lead the combined company after the deal and. . Rothberg will assume the position of chairman of the combined company. Longview chairman Larry Robins will become a member of the combined company’s board of directors.
“Nine years ago, Butterfly was created to make high-quality ultrasound affordable, easy-to-use, and universally accessible to everyone,” Dr.. . Jonathan Rothberg, founder of Butterfly « My pride in the innovations of our team and my gratitude to our partners for their funding and support matched only by my enthusiasm for realizing the tremendous potential of the butterfly network. . We are delighted to welcome Longview as well as PIPE investors into the Butterfly family, and appreciate the support of the public markets in financing our commercial and community goals..
“The success of Butterfly is backed by a clear mission, streamlined high-tech, an enthusiastic community of healthcare practitioners and a highly talented team,” said Laurent Varache, CEO of Butterfly.. . “We believe merging with a major healthcare partner such as Longview Acquisition Corp.. It will inflate and accelerate Butterfly iQ adoption around the world. This partnership will enable us to bring more innovative Butterfly solutions to the market faster, helping us improve patient outcomes and the way healthcare is delivered..
Larry Robins, founder of Glenview and Chairman of Longview, said: « Butterfly is the epitome of value-based care: better health, lower cost, and patient focus. ». . We are proud that our investment in the butterfly will help accelerate efforts to provide the medical community with diagnostic tools more clearly and enable practitioners to be more effective, efficient and confident.. We are honored to support Jonathan, Laurent and the Butterfly Team to take full advantage of our revolutionary technology and ambitious vision..
“Since its initial public offering in May, Longview has reviewed over 50 investment opportunities to find an exciting growth company with an attractive valuation where Glenview can add great value, and Butterfly has emerged as a truly unique partner,” said John Rudin, Longview CEO and Co-Chair Glenview. We are committed to using our two decades of experience as co-owners in provider and distributor communities and pushing to accelerate the constructive collaboration of Butterfly for achieving improved health outcomes and greater efficiencies..
On November 19, 2020, Longview entered into a Final Business Merger Agreement (“BCA”) with Butterfly. Upon closing of the transactions reached by the BCA, Butterfly will become Longview’s wholly owned subsidiary, and Longview will be renamed « Butterfly Network, Inc. ». Current Safety Holders of Butterfly, including Baillie Gifford, The Bill and Melinda Gates Foundation, and Fosun Industrial Co. Ltd. will have the right to acquire the common shares of the merging company, for one for 1. 0383 basis per share, rounded to the nearest whole number of shares. The Butterfly transaction is valued at an enterprise value of approximately $ 1. 5 billion.
The transaction is expected to generate up to $ 589 million in total revenue, including up to $ 414 million in cash held in the Longview Trust Account (assuming no refunds are made). This deal is also backed by $ 175 million PIPE at $ 10. 00 per share, led by Eldridge, Fidelity Management & Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises, the innovation, marketing and venture capital arm of UPMC, the Pittsburgh health system leader, and Wellington Management. The company is expected to have approximately $ 584 million in cash on its post-closing balance sheet.
Assuming that Longview’s general shareholders do not exercise their rights of redemption, the ownership of the combined company immediately after the closure will be comprised of the current shareholders of Butterfly (63. 5%) and holders of convertible securities (2. 5%) which together will own approximately 66%, Longview shareholders (20%), Longview sponsors (5%), and PIPE investors (9%). When closing the deal, Dr. said. Jonathan Rothberg will become Chairman and own a controlling voting stake in the combined company through his holdings of 20 times the ordinary Class B shares. .
The deal, which has been approved unanimously by the Butterfly and Longview Boards, is subject to Longview shareholder approval and other usual closing conditions.. The proposed business combination is expected to be completed in the first quarter of 2021, with the Class A common stock of the combined company trading on the New York Stock Exchange under the symbol « BFLY »..
A more detailed description of the terms of the transaction and a copy of the business combination agreement will be included in the current report on Form 8-K to be submitted by Longview to the US Securities and Exchange Commission (“SEC”). Longview will file a registration statement (which will contain a Joint Statement / Proxy) with the Securities and Exchange Commission regarding the transaction..
ing. s. Morgan Securities LLC is acting as financial advisor to Butterfly Network. Mintz, Levin, Cohn, Ferris, Gloovsky and Bobbio, p. C. He works as a legal advisor to the Butterfly Network. UBS Investment Bank acts as financial advisor to Longview as well as exclusive placement agent for PIPE. UBS Investment Bank and Cowen are acting as capital markets advisors for Longview, and originally underwritten for Longview’s IPO in May 2020. Ropes & Gray LLP is acting as legal counsel for Longview.
A presentation by Butterfly and Longview’s management teams of the deal will be available on Butterfly’s websites at www.. Butterfly net. Com and Longview www. Longview acquisition. Com. Longview will also present the presentation to the SEC in a current report in Form 8-K, which will be available at www. a second. Government.
Founded by Dr.. Jonathan Rothberg in 2011 led by CEO Laurent Varache, Butterfly created the first handheld single-sensor full-body ultrasound system, Butterfly iQ, to make ultrasound technology affordable and affordable for everyone.. Butterfly Network’s mission is to enable comprehensive access to medical superior imaging, making high-quality ultrasound affordable, easy-to-use, universally accessible and intelligently connected, including 4. 7 billion people around the world lack ultrasound. With its Ultrasound-On-Chip ™ technology, the Butterfly Network paves the way for the early detection and remote management of health conditions around the world.. Butterfly iQ can be purchased online today by healthcare practitioners in the United States, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, New Zealand, Norway, Poland, Portugal, Spain, Sweden, Switzerland, and the United Kingdom..
Longview was established to partner with high-quality, growing companies to facilitate their successful entry into the public markets. Longview is sponsored by a subsidiary of Glenview Capital Management, a registered investment advisor with a proven track record in creating value through constructive partnerships with companies operating in the public markets..
In relation to the proposed business combination, Longview intends to submit a registration statement on Form S-4, including a Initial Power Statement / Prospectus and Final Power of Attorney Statement / Prospectus with SEC. Longview shareholders and other interested persons are advised to read, when available, the initial power of attorney statement / prospectus and amendments thereto and the final power of attorney statement / prospectus as well as other documents submitted to the Securities and Exchange Commission regarding the proposed business combination, such as these materials will contain important information About Butterfly, Longview, and the proposed set of works. When available, Final Agent Statement / Prospectus and other relevant material for the proposed business incorporation will be mailed to Longview shareholders as of a standard date set for the proposed business package vote. Shareholders will also be able to obtain copies of the initial power of attorney statement / prospectus, final power of attorney statement / prospectus, and other documents filed with the Securities and Exchange Commission which will be combined by reference, free of charge, as soon as they are available, on the company’s website at www.. . a second. gov, or by directing a request to: [email protected].
Longview and its directors and executives may be considered participating in the request of agents from Longview’s shareholders in connection with the business combination.. A list of these directors and executives and a description of their interests in Longview will be included in the Power of Attorney Statement / Prospectus for Proposed Business Combinations and made available at www.. a second. Government. Additional information regarding the interests of these participants will be included in the power of attorney statement / prospectus for the proposed business combination when it becomes available.
The Butterfly and its directors and executives may also be considered participating in an agent request from Longview shareholders in connection with the proposed business combination. A list of these directors and executives and information regarding their interests in the proposed business package will be included in the Power of Attorney Statement / Prospectus for the proposed business combination..
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the 1995 US Securities Litigation Reform Act.. Longview and Butterfly’s actual results may differ from their expectations, estimates and expectations, and therefore, you should not rely on these forward-looking statements as predictions of future events.. Words like “anticipate,” “estimate,” “project,” “budget,” “expect,” “anticipate,” “intend,” “plan,” “may,” “will,” “can,” “should, aim.” “Believe,” “prophesy,” “potential,” “communicate,” and similar expressions (or negative versions of these words or expressions) to the identification of such forward-looking statements. These forward-looking statements include, but are not limited to, Longview and Butterfly’s expectations regarding the future performance and anticipated financial implications of the proposed business combination, meeting the closing conditions for the proposed business combination, and the timing of completion of the proposed business combination project.. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements.. Most of these factors are beyond Longview and Butterfly’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any event, change or other circumstances that may lead to the termination of the BCA; The result of any legal actions that may be filed against Longview and Butterfly following the announcement of BCA and the trades stipulated therein; The inability to complete the proposed business package, including due to failure to obtain Longview and Butterfly shareholder approval, certain regulatory approvals, or other conditions for closing the BCA; The occurrence of any event, change or other circumstance that could lead to the termination of the BCA or may cause the transaction to fail; The impact of COVID-19 on Butterfly’s business and / or the parties’ ability to complete the proposed business package; The inability to obtain or maintain the listing of the combined company’s shares in Class A Common Shares on the New York Stock Exchange after the proposed business combination; The risk that the proposed business combination will disrupt existing plans and operations as a result of the announcement and completion of the proposed business combination; The ability to recognize the expected benefits from the proposed business group, which may be affected, among other things, by competition, the butterfly’s ability to grow, profitably manage growth and retain its key employees; Costs related to the proposed business combination; Changes in applicable laws or regulations; The ability of the combined company to increase financing in the future; The success, cost, and timeliness of the product development activities of Butterfly and the combined company; Potential features and benefits of Butterfly and the combined company’s products and services; The ability of Butterfly and the combined company to obtain and maintain regulatory approval for their products, and any relevant restrictions and limitations for any approved product; The ability of the butterfly and the combined company to identify, acquire or acquire the additional technology; The ability of the butterfly and the combined company to maintain existing licensing agreements, manufacture, supply and distribution; The ability of Butterfly and the combined company to compete with other companies that are currently marketing or co-developing cues for the cues that Butterfly is currently seeking for its product candidates; The size and growth potential of the markets for Butterfly’s products and services and the products of the combined company, and its ability to operate in those markets, either alone or in partnership with others; Pricing of Butterfly’s products, the merging company’s products and services, and reimbursement for medical products made using its products and services; Estimates of the butterfly and the combined company in relation to future expenses, future revenues, capital requirements and needs for additional financing; The financial performance of Butterfly and the combined company; Risks and other uncertainties referred to from time to time in Longview’s Final Prospectus for its Initial Public Offering and Agent Statement / Prospectus relating to the proposed business combination, including those within the « Risk Factors » contained therein, and in other Longview files with the SEC. Longview and Butterfly caution that the foregoing list of factors is not exhaustive. Longview and Butterfly caution readers not to rely unnecessarily on any forward-looking statements, which only speak as of their release date.. Longview and Butterfly do not undertake or accept any obligation or undertaking to publicly disclose any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in the events, circumstances, or circumstances upon which such statement is based..
This press release does not constitute a request for power of attorney, approval or authorization in relation to any securities or in connection with the proposed business combination.. This press release must also not constitute an offer to sell or the solicitation of an offer to purchase any securities, nor may there be any sale of securities in any countries or jurisdictions where such an offer, solicitation or sale would be illegal prior to registration or qualification under securities laws. For any such jurisdiction. No securities may be offered except through a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended, or exempt from it.. .
Special Purpose Acquisitions, Mergers and Acquisitions, Larry Robins, Glenview Capital Management, New York Stock Exchange
World News – US – The Butterfly Network, a global leader in democratization On medical imaging, to be listed on the New York Stock Exchange by merging with Longview Acquisition Corp..
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