- Butterfly Network's mission is to enable universal access
to superior medical imaging, making high quality ultrasound
affordable, easy-to-use, 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, it
is powered by Butterfly's proprietary Ultrasound-on-Chip™
technology and harnesses the advantages of AI to deliver advanced
imaging that we believe is easy-to-use, improves patient outcomes
and lowers cost of care.
- This transaction is expected to drive further adoption of
Butterfly Network's breakthrough solutions and accelerate its
future pipeline of innovative technologies.
- The Pro Forma enterprise value of the merger is
$1.5 billion, with the combined
company expected to have an estimated $584
million in cash after closing.
- Founder Dr. Jonathan
Rothberg to become Chairman of the combined company and will
be Butterfly's largest controlling shareholder.
- 100% of the equity of existing Butterfly Network investors,
including Baillie Gifford, The Bill and Melinda Gates Foundation
and Fosun Industrial Co., Limited, will convert into shares of the
combined company. There will be no selling stockholders in the
transaction.
- Longview is an affiliate of leading healthcare investment
firm Glenview Capital Management, which is expected to own, along
with its affiliates, 7.6% of the combined company's outstanding
shares at closing. Longview Chair and Glenview CEO, Larry Robbins, will join the Board of the
combined company. Leading institutional investors including
Eldridge, Fidelity Management & Research Company LLC, Glenview,
Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises and
Wellington Management have anchored a $175
million 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 NYSE under ticker symbol "BFLY."
- A webcast to present the proposed transaction is available
on www.butterflynetwork.com/investors.
GUILFORD, Conn. and
NEW YORK, Nov. 20, 2020 /PRNewswire/ -- Butterfly
Network, Inc. ("Butterfly" or the "Company"), an innovative digital
health company that is working to enable universal access to
superior medical imaging, and Longview Acquisition Corp. (NYSE:
LGVW.U, LGVW, LGVW WS) ("Longview"), a special purpose acquisition
company sponsored by Glenview Capital Management, LLC ("Glenview"),
announced today that they have entered into a definitive business
combination agreement. Upon closing, the combined company's Class A
common stock is expected to be traded on the New York Stock
Exchange ("NYSE") under the symbol "BFLY."
Company Overview
Founded in 2011, Butterfly Network, Inc. is an innovative
digital health company that has a mission to enable universal
access to superior medical imaging, making high quality ultrasound
affordable, easy to use, globally accessible and intelligently
connected. Butterfly iQ is the only transducer using semiconductor
technology that can perform "whole-body imaging" using a single
handheld probe. Connected to a mobile phone or tablet, it is
powered by Butterfly's proprietary Ultrasound-on-Chip™ technology
and harnesses the advantages of AI to deliver advanced imaging that
they believe is easy to use, improves patient outcomes and lowers
cost of care.
Historically, the global ultrasound market has been dominated by
traditional cart-based devices that are accessible only to highly
specialized technicians and are located predominantly in hospitals,
imaging centers, and physicians' offices. Previously introduced
Point-of-Care Ultrasound ("POCUS") devices are limited by 60
year-old technology and significant costs that hinder wide-spread
use. Butterfly iQ is designed to address the limitations of
currently-available cart-based and POCUS technologies.
Butterfly iQ was launched commercially in 2018, and in 2020, the
Company launched the Butterfly iQ+ with additional features and
improved performance. Since introduction, more than 30,000
Butterfly iQ and iQ+ devices have shipped to medical professionals
globally. The Company has sold to or has agreements in place with
the majority of the largest 100 hospitals in the United States, and has built a strong
brand among healthcare professionals, achieving an exceptional Net
Promoter Score of 71 (USA).
Butterfly iQ is commercially available in more than 20 countries
including the United States,
Canada, greater Europe and Australia.
Butterfly was founded by Dr. Jonathan
Rothberg, a scientist and serial entrepreneur who received
the Presidential Medal of Technology & Innovation in 2016 for
inventing a novel next-generation DNA sequencing method. Prior to
this transaction, Butterfly has raised more than $400 million from investors, including Baillie
Gifford, The Bill and Melinda Gates Foundation and Fosun Industrial
Co., Limited.
Butterfly's management team, led by Chief Executive Officer,
Laurent Faracci, will continue to
lead the combined company following the transaction and Dr.
Rothberg will serve as Chairman of the combined company's Board.
Larry Robbins, Chairman of Longview,
will become a member of the combined company's Board.
Management Comments
"Nine years ago, Butterfly was created to make high-quality
ultrasound affordable, easy to use and globally accessible to all,"
said Dr. Jonathan Rothberg, founder
of Butterfly "My pride in our team's innovation and my gratitude to
our partners for their funding and support are only matched by my
enthusiasm to realize Butterfly Network's enormous potential. We
are pleased to welcome Longview as well as the PIPE investors to
the Butterfly family, and we appreciate the support of the public
markets in funding our commercial and societal goals."
"The success of Butterfly is fueled by a clear mission, superior
technology made simple, a passionate community of healthcare
practitioners and an immensely talented team," noted Laurent
Faracci, Chief Executive Officer of Butterfly. "We believe the
combination with such a premier healthcare partner as Longview
Acquisition Corp. will amplify and accelerate the adoption of
Butterfly iQ around the world. This partnership will enable us to
bring more Butterfly innovative solutions to market faster, helping
us improve patient outcomes and the way healthcare is
delivered."
"Butterfly is the epitome of value-based care: better health,
lower cost, and patient centric," said Larry Robbins, founder of Glenview and Chairman
of Longview. "We are proud that our Butterfly investment will help
accelerate efforts to provide the medical community with tools to
diagnose more clearly and enable practitioners to be more
effective, more efficient and more confident. We are honored to
support Jonathan, Laurent and the Butterfly team to fully
capitalize on their revolutionary technology and aspirational
vision."
"Since our May IPO, Longview reviewed more than 50 investment
opportunities to find an exciting growth company at an attractive
valuation where Glenview could add significant value, and Butterfly
emerged as a truly unique partner" said John Rodin, CEO of Longview and Co-President of
Glenview. "We are committed to using our two decades of experience
as engaged owners in the provider, distributor and payor
communities to accelerate constructive collaboration for Butterfly
to drive improved health outcomes and greater efficiencies."
Key Transaction Terms
On November 19, 2020, Longview
entered into a definitive business combination agreement ("BCA")
with Butterfly. Upon the closing of the transactions contemplated
by the BCA, Butterfly will become a wholly-owned subsidiary of
Longview, and Longview will be renamed "Butterfly Network, Inc."
Current security holders of Butterfly, including Baillie Gifford,
The Bill and Melinda Gates Foundation and Fosun Industrial Co.,
Limited will have the right to receive common stock of the combined
company, on a one-for-1.0383 basis per share, rounded down to the
nearest whole number of shares. The transaction values Butterfly at
an enterprise value of approximately $1.5
billion.
The transaction is expected to deliver up to $589 million of gross proceeds, including up to
$414 million of cash held in
Longview's trust account (assuming no redemptions are effected).
The transaction is further supported by a $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,
commercialization and venture capital arm of leading Pittsburgh-based health system UPMC, and
Wellington Management. The company is projected to have
approximately $584 million in cash on
the balance sheet after closing.
Assuming no public stockholders of Longview exercise their
redemption rights, ownership of the combined company immediately
following the closing will be comprised of current Butterfly equity
holders (63.5%) and convertible note holders (2.5%) which together
will own approximately 66%, Longview stockholders (20%), Longview's
sponsors (5%), and PIPE investors (9%). Upon the closing of the
transaction, Dr. Jonathan Rothberg
will become Chairman and hold a controlling voting interest in the
combined company through his holdings of 20x voting Class B common
stock.
The transaction, which has been unanimously approved by the
Boards of Directors of Butterfly and Longview, is subject to
approval by Longview's stockholders and other customary closing
conditions. The proposed business combination is expected to be
completed in the first quarter of 2021, with the combined company's
Class A common stock trading on the NYSE under the ticker
"BFLY".
A more detailed description of the transaction terms and a copy
of the Business Combination Agreement will be included in a Current
Report on Form 8-K to be filed by Longview with the United States
Securities and Exchange Commission ("SEC"). Longview will file a
registration statement (which will contain a joint proxy
statement/prospectus) with the SEC in connection with the
transaction.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor to
Butterfly Network. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. is acting as legal advisor to Butterfly Network. UBS
Investment Bank is acting as financial advisor to Longview as well
as the exclusive placement agent for the PIPE. UBS Investment Bank
and Cowen are acting as capital markets advisors to Longview, and
originally underwrote the IPO of Longview in May 2020. Ropes & Gray LLP is acting as legal
advisor to Longview.
Management Presentation
A presentation made by the management teams of both Butterfly
and Longview regarding the transaction will be available on the
websites of Butterfly at www.butterflynetwork.com and Longview
at www.longviewacquisition.com. Longview will also file
the presentation with the SEC in a Current Report on Form 8-K,
which will be accessible at www.sec.gov.
About Butterfly Network
Founded by Dr. Jonathan Rothberg
in 2011 and led by CEO Laurent
Faracci, Butterfly has created the world's first handheld,
single-probe whole-body ultrasound system, Butterfly iQ, to make
ultrasound technology more universally accessible and affordable.
Butterfly Network's mission is to enable universal access to
superior medical imaging, making high quality ultrasound
affordable, easy-to-use, globally accessible and intelligently
connected, including for the 4.7 billion people around the world
lacking access to ultrasound. Through its proprietary
Ultrasound-On-Chip™ technology, Butterfly Network is paving the way
for earlier detection and remote management of health conditions
around the world. The Butterfly iQ+ can be purchased online today
by healthcare practitioners in the United
States, Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, the
Netherlands, New Zealand,
Norway, Poland, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
About Longview Acquisition Corp.
Longview was formed to partner with high-quality, growing
companies to facilitate their successful entry to the public
markets. Longview is sponsored by an affiliate of Glenview Capital
Management, a registered investment adviser with a track record of
creating value through constructive partnerships with companies
operating in the public markets.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, Longview
intends to file a Registration Statement on Form S-4, including a
preliminary proxy statement/prospectus and a definitive proxy
statement/prospectus with the SEC. Longview's stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus 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 Butterfly, Longview, and the proposed business
combination. When available, 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. 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 website at
www.sec.gov, or by directing a request
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 will be included in the
proxy statement/prospectus for the proposed business combination
and be available at www.sec.gov. Additional information regarding
the interests of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available.
Butterfly 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 proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Longview's and
Butterfly's actual results may differ from their 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," "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, Longview and Butterfly's expectations with respect to
future performance and anticipated financial impacts of the
proposed business combination, the satisfaction of the closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from those discussed in the forward-looking statements.
Most of these factors are outside Longview's 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 could give rise to the
termination of the BCA; the outcome of any legal proceedings that
may be instituted against Longview and Butterfly following the
announcement of the BCA and the transactions contemplated therein;
the inability to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of
Longview and Butterfly, certain regulatory approvals, or satisfy
other conditions to closing in the BCA; the occurrence of any
event, change, or other circumstance that could give rise to the
termination of the BCA or could otherwise cause the transaction to
fail to close; the impact of COVID-19 on Butterfly's business
and/or the ability of the parties to complete the proposed business
combination; the inability to obtain or maintain the listing of the
combined company's shares of Class A common stock on the NYSE
following the proposed business combination; the risk that the
proposed business combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed
business combination; the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition and the ability of
Butterfly to grow and manage growth profitably 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 raise financing in the future; the success,
cost and timing of Butterfly's and the combined company's product
development activities; the potential attributes and benefits of
Butterfly's and the combined company's products and services;
Butterfly's and the combined company's ability to obtain and
maintain regulatory approval for their products, and any related
restrictions and limitations of any approved product; Butterfly's
and the combined company's ability to identify, in-license or
acquire additional technology; Butterfly's and the combined
company's ability to maintain Butterfly's existing license,
manufacture, supply and distribution agreements; Butterfly's and
the combined company's ability to compete with other companies
currently marketing or engaged in the development of treatments for
the indications that Butterfly is currently pursuing for its
product candidates; the size and growth potential of the markets
for Butterfly's and the combined company's products and services,
and each of their ability to serve on those markets, either alone
or in partnership with others; the pricing of Butterfly's and the
combined company's products and services and reimbursement for
medical produces conducted using their products and services;
Butterfly's and the combined company's estimates regarding future
expenses, future revenue, capital requirements and needs for
additional financing; Butterfly's and the combined company's
financial performance; and other risks and uncertainties indicated
from time to time in the final prospectus of Longview for its
initial public offering and the proxy statement/prospectus relating
to the proposed business combination, including those under "Risk
Factors" therein, and in Longview's other filings with the SEC.
Longview and Butterfly caution that the foregoing list of factors
is not exclusive. Longview and Butterfly caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Longview and Butterfly do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions, or circumstances on which any such statement is
based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
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, or an exemption therefrom.
Contacts
Investor Relations
Butterfly Network, Inc.
Mike
Cavanaugh or Mark
Klausner
Westwicke, an ICR Company
(646) 677-1838
investors@butterflynetwork.com
Longview Acquisition Corp.
John Rodin
info@longviewacquisition.com
Media Relations
Butterfly Network, Inc.
Sean
Leous
Westwicke, an ICR Company
(646) 866-4012
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