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: January 13, 2021
On January 13, 2021, Butterfly Network, Inc. (“Butterfly”) issued
the following press release. The press release may be accessed on
Butterfly's website at www.butterflynetwork.com/press.
Butterfly Network and Access Afya Recognized by the World Bank
Group-CES Global Tech Challenge for Work Around Solving for
Accessible, Affordable Healthcare through Innovative Telehealth
Model in Kenya
Butterfly’s advances in high-quality, handheld ultrasound will
be on display at the Consumer Electronics Show, January 11-14, 2021
through a virtual exhibit.
GUILFORD, Conn, Jan. 13, 2021 /PRNewswire/ -- Butterfly Network, Inc., an
innovative digital health company that is working to enable
universal access to superior medical imaging, is proud to partner
with Access Afya in
advancing health care on the ground in Kenya, facilitated by
TechEmerge Health through the Global Tech Challenge. The Global
Tech Challenge is a collaboration between the World Bank Group and
Consumer Technology Association (CTA) that was launched at the
Consumer Electronics Show (CES) in 2020. Butterfly Network has been
recognized as one of 17 winners in the digital health category.
Butterfly has created the only transducer using semiconductor
technology that can perform “whole-body imaging” with a single
handheld probe, Butterfly iQ. 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. Butterfly iQ
also features TeleGuidance™, the world’s first integrated
ultrasound telemedicine platform that enables a trained
practitioner to connect with a peer at the bedside.
At CES, as a winner of the prestigious Global Tech Challenge, the company
will be showcasing their work with Access Afya in deploying
Butterfly iQ devices and the innovative telemedicine platform,
which are enabling clinics to scale-up affordable care for pregnant
women in low-income areas of Nairobi. Specifically, the devices
have been placed in informal settlements, serving around 10,000
patients per month through 15 clinics in four different
counties.
“We are honored for our work with Access Afya to be recognized by
the World Bank Group and our other partners that share our vision
of democratizing global health,” said Laurent Faracci, Chief
Executive Officer of Butterfly Network, Inc. “Deployment of digital
health solutions and affordable point-of-care ultrasound to
low-income settings is fundamental to Butterfly Network’s mission.
Access Afya is an early pioneer of applying remote TeleGuidance,
which fuses both telemedicine and augmented reality guidance to
train up healthcare professionals, scale-up affordable care in
Kenya, improve medical outcomes and save lives.”
This initiative aligns with the World Bank Group’s Millenium Development Goals (MDG)
which advocate for the use of ultrasound as an integral part of
maternal and post-natal care, since it can reduce the risk of
infant mortality and lead to better maternal health outcomes.
Based on initial data, since Access
Afya’s project in Kenya began in August 2020, there has been a 10x
increase in availability of ultrasound, 107% increase in ultrasound
usage, a 30% decrease in the cost of the ultrasound exams, and the
sonographers have been able to detect several antenatal
complications in patients during the telemedicine-based
scanning. Additionally, Access Afya is now also offering
complimentary ultrasounds for all those presenting with suspected
COVID-19 respiratory symptoms, leveraging the lung ultrasound
capabilities of the Butterfly iQ.
“In the informal settlements of Kenya, access to medical imaging
and experts who can review scans is simply not available and can be
the difference between life or death. The innovations from
Butterfly are changing this and transforming care so some mothers
can now get scanned for the very first time,” said Melissa Menke,
Founder of Access Afya. “This project has already allowed us to
save significant money. For the first time, I can use one
sonographer to remotely connect with our network of 15 clinics,
rather than have the sonographer physically move from clinic to
clinic. Patient care in these areas of Kenya is changing every day
as we create better outcomes by transforming the delivery of
care.”
Access Afya is part of Butterfly Network’s expansive global health
program that spans across 45 limited resource settings around the
world including Kenya, as part of its mission to enable universal
access to superior medical imaging.
About Butterfly Network
Butterfly Network announced in November 2020 that it entered into a
business combination agreement with Longview Acquisition Corp. and,
upon closing, the combined company’s Class A common stock is
expected to be traded on the New York Stock Exchange under the
symbol “BFLY.” All equity of existing Butterfly Network investors,
including The Bill & Melinda Gates Foundation, will convert
into shares of the combined company. There will be no selling
stockholders in the transaction.The business combination is
expected to be completed by the end of the first quarter of
2021.
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. 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 Access Afya
Access Afya is an outcomes-assured, data-driven primary health
company that sells health products and services that are affordable
to the global mass market. Their mission is to use digital health,
value-based care, and standardization to create a leapfrog
opportunity for healthcare in Kenya. They run a chain of clinics
and support patients with their app, mDaktari, between visits.
Their model is within the private sector and is currently being
expanded in Kenya through a franchise network with the goal to
scale throughout the region. Technology underpins their growth
strategy ensuring that they have instant insight into patients and
clinics across the network.
Important Information about the Business Combination and Where
to Find It
In connection with the proposed business combination between
Longview Acquisition Corp. (the “Longview”) and Butterfly Network,
Inc. (“Butterfly”) (the “Business Combination”), 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
when available, 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 January 15, 2021, the
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
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 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
is contained in the Registration Statement.
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 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. Butterfly’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,” “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, Butterfly’s goals and
expectations with respect to its work with Access Afya and its
impact in providing accessible, affordable and effective
healthcare, 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 Longview’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; (9) the
success, cost and timing of Butterfly’s and the combined company’s
product development activities; (10) 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; (11) the inability of Butterfly or the combined
company to identify, in-license or acquire additional technology;
(12) the inability of Butterfly or the combined company to maintain
Butterfly’s existing license, manufacturing, supply and
distribution agreements; (13) the inability of Butterfly or the
combined company to compete with other companies currently
marketing or engaged in the development of products and services
that Butterfly is currently marketing or developing; (14) 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;
(15) 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;
(16) Butterfly’s and the combined company’s estimates regarding
expenses, future revenue, capital requirements and needs for
additional financing; (17) Butterfly’s and the combined company’s
financial performance; (18) the impact of COVID-19 on Butterfly’s
business and/or the ability of the parties to complete the Business
Combination; (19) the ability of Access Afya’s and Butterfly’s
collaborative efforts to make healthcare more accessible,
affordable and effective; 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.
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 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.
Contact Information:
Investor Relations
investors@butterflynetwork.com
Media Relations
media@butterflynetwork.com
Longview Acquisition (NYSE:LGVW)
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