Filed by Longview Acquisition Corp.
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.
Commission File No. 001-39292
Date: November 20, 2020
On November 20, 2020, Mr. Larry Robbins,
the chairman of the Longview Acquisition Corp. (“Longview”) board of directors and the founder and CEO of Glenview
Capital Management, LLC, an affiliate of Longview, and Dr. Jonathan Rothberg, the founder of Butterfly Network, Inc. (“Butterfly”)
joined CNBC’s “Squawk on the Street” to discuss Longview’s previously announced business combination (the
“Business Combination”) with Butterfly. A copy of the transcript of the interview is sent forth below.
Newscaster:
Butterfly Network announced they will be going public via a
SPAC. This is sponsored by Glenview Capital Management. It is a deal giving the handheld ultrasound maker – that’s
what they do – a valuation of about $1.5 billion. Joining us now is Larry Robbins of Glenview Capital and Dr. Jonathan Rothberg,
the founder of Butterfly Network, which, we should mention was on CNBC’s Disruptor 50 List this year. Mr. Rothberg, Dr. Rothberg,
I’ve read a good amount about you in the last day, trying to get ready for this. You have, well to put it nicely, a very
successful career with a lot of different companies, whether it’s 454 Life Sciences, gene sequencing with Ion Torrent, 4Catalyzer
and now this, and COVID tests you can now take at home, which we want to talk to you about… given all that, I mean Larry
Robbins is an impressive guy, but you would have had a lot of options here I would think. Why do a SPAC?
Dr. Rothberg:
I have been lucky. I’ve been at these forks in history.
I’ve been able to put other things on a chip – DNA sequencing. But the key thing is to own the fork in history you
create. Larry Robbins is the person and partner I need to make sure our probe goes to the three-fourths of the world that has no
access to medical imaging and is easier to use for the rest of the world. So Larry’s the perfect partner because now we can
have the resources and the help to make sure 40 million doctors around the world have access to a window into the human body.
Newscaster:
Well, all right he’s the perfect partner, why?
Dr. Rothberg:
He’s a perfect partner because I have a personality that
motivates scientists to do things that have never been done before. Larry’s the perfect partner because he spent the last
30 years investing in healthcare and helping companies achieve their objectives and I need that complement. It’s great to
be a dreamer, but we have to deliver our probes. As I’m speaking to you, we have 30,000 of them out there, many of them helping
COVID patients. Now we need to get them to the 40 million healthcare practitioners that wear a stethoscope and Larry, again, knows
the market, knows our customers and we can go from selling to individual doctors and 20 websites around the world to healthcare
systems and, ultimately, of course, to the home.
Newscaster:
Well Larry, that was kind of a nice introduction. Obviously
I know you well as our viewers probably know all the years you’ve been coming on with us as well, but we all know you in
many ways as a value investor. This is not that, Larry. Why the diversion here and why do a SPAC with Dr. Rothberg?
Larry Robbins:
I appreciate the question. First of all, we all do want to
acknowledge and give a shout out to the healthcare professionals who’ve been in a battle for the last nine months
battling COVID. We know watching your show this morning that you’re truly aware there’s many more months in the
battle and we appreciate it. You’re also right in saying that for the last 20 years our primary specialty at Glenview
has been on the healthcare services side, connecting with providers, with distributors and with payers. And in fact those
three communities are going to be instrumental in becoming collaborators and partners with Butterfly as it fuels their
growth. One of the reasons why companies might think about doing a SPAC merger rather than an IPO is that they would be
looking to have a partnership, not just capital. So, a SPAC merger – particularly the one that we’ve done here
today, merging Longview with Butterfly – is about capital, but it’s also about connectivity to the customer base,
as well as collaboration as we drive the company forward and drive adoption…
Newscaster:
Well, tell me Larry, let me jump in. So what does that mean?
What are you going to do as Larry Robbins running a hedge fund that Dr. Rothberg wouldn’t otherwise be able to do?
Larry Robbins:
Well first of all, I think you have seen it in our PIPE round.
So not only is there $414 million coming from the Longview trust that will be invested behind Butterfly’s tremendous technology,
but also there was a $175 million PIPE and, unlike most PIPEs that are purely financial, it included institutions like UPMC, the
thought-leading institution in Pittsburgh, a highly respected academic institution that is both payer and provider. It included
Tenant Healthcare, which as you know we’ve been a large shareholder in since 2012 and for the last three years has been under
new management and has had tremendous clinical advances in both their acute hospital as well as in their specialty care and their
surgery centers. And, bringing companies like that to the table, offering true partnerships and connectivity, that is what is going
to be necessary, because this is a story about a product that has tremendous clinical benefit, and that needs to be done in partnership
with large health systems, because that’s where you can affect more lives and help more patients.
Important Information about the Business Combination and
Where to Find It
In connection with the proposed Business
Combination, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus and 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 the Company’s common stock in connection with the Company’s solicitation of proxies for the vote by the
Company’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 the Company to be issued in the Business
Combination. The Company’s stockholders and other interested persons are advised to read, when available, 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, the Company 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 the Company 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., 767 Fifth Avenue,
44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com.
Participants in the Solicitation
The Company and its directors and executive
officers may be deemed participants in the solicitation of proxies from the Company’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 the Company
will be contained in the Registration Statement for the Business Combination, when available, and will be available free of charge
at the SEC’s web site at www.sec.gov, or by directing a request to Longview Acquisition
Corp., 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 will be contained in the Registration Statement 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 the Company 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 will be contained in the Registration Statement when available.
Forward-Looking Statements
This filing pursuant to Rule 425 under
the Securities Act of 1933, as amended (the “Securities Act”) includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’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, the Company’s
and Butterfly’s expectations with respect to future performance and anticipated financial impacts of the Business Combination,
the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the 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 the Company’s and Butterfly’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 Butterfly
prior to the Business Combination, and New Butterfly 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 Butterfly 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 Butterfly 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 the listing of the combined company’s Class A common stock
on the New York Stock Exchange, 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; (8) the inability of the combined company to raise financing in the
future; (8) the success, cost and timing of Butterfly’s and the combined company’s product development activities;
(9) the inability of Butterfly or the combined company to obtain and maintain regulatory approval for their products, and any related
restrictions and limitations of any approved product; (10) the inability of Butterfly or the combined company to identify, in-license
or acquire additional technology; (11) the inability of Butterfly or the combined company to maintain Butterfly’s existing
license, manufacturing, supply and distribution agreements; (12) the inability of Butterfly or the combined company 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; (13) 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 those markets, either alone or in partnership with others; (14) the pricing
of Butterfly’s and the combined company’s products and services and reimbursement for medical procedures conducted
using Butterfly’s and the combined company’s products and services; (15) Butterfly’s and the combined company’s
estimates regarding expenses, future revenue, capital requirements and needs for additional financing; (16) Butterfly’s and
the combined company’s financial performance; and (17) the impact of COVID-19 on Butterfly’s business and/or the ability
of the parties to complete the Business Combination; and (18) 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 the Company’s other filings with the SEC.
The Company cautions that the foregoing
list of factors is not exclusive. The Company cautions investors not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. The Company does 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 filing pursuant to Rule 425 under the Securities Act shall
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business
Combination. This filing pursuant to Rule 425 under the Securities Act 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 ssregistration 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.
Longview Acquisition (NYSE:LGVW)
Historical Stock Chart
From Feb 2024 to Mar 2024
Longview Acquisition (NYSE:LGVW)
Historical Stock Chart
From Mar 2023 to Mar 2024