- Babylon is a world leading, digital-first, value-based
care company, covering 24 million people across four continents
- The company has scaled at c.5x annual revenue growth in 2020,
and is expected to grow by c.4x in 2021
- Transaction implies a $4.2
billion equity value for Babylon including an estimated
$575 million in gross proceeds
- Over 85% of raised cash from new, institutional external
investors, including strategic investor Palantir (NYSE:PLTR)
- Babylon Founder and CEO Dr. Ali
Parsa will become Chairman and CEO of the combined entity;
an Alkuri Global representative will join the Board of
Directors
LONDON and NASHVILLE, June 3,
2021 /PRNewswire/ -- Babylon Holdings Limited ("Babylon"), a
world leading, digital-first value-based care company, and Alkuri
Global Acquisition Corp. (NASDAQ:KURI) ("Alkuri Global"), a
special purpose acquisition company, today announced that they have
entered into a definitive merger agreement. Upon closing of the
transaction, the combined company will operate as Babylon and plans
to trade on Nasdaq under the new symbol "BBLN". The transaction
reflects an initial pro forma equity value of approximately
$4.2 billion. The transaction is
expected to close in the second half of 2021.
Babylon was founded in 2013, with the mission to put accessible
and affordable quality healthcare in the hands of every person on
Earth. Babylon is poised to re-engineer the $10 trillion global healthcare market to better
align systemwide incentives and shift the focus from reactive sick
care to preventative healthcare, resulting in better member health,
improved member experience and reduced costs.
The company is scaling at c.5x annual revenue growth in 2020,
and is expected to grow by c.4x in 2021, covering millions of
people across four continents.
Babylon helps patients through two primary channels -- Babylon
360, its digital-first value-based care service; and Babylon Cloud
Services, a suite of digital self-care tools that enables patients
and clinicians to gain insights and information either through
Babylon directly or through Babylon's roster of top-tier partners.
Combined, those services cover 24 million people across
the United States, Canada, Europe, Africa and 13 countries in Asia. In 2020, the company helped one patient
every five seconds with approximately 6 million patient
interactions. Moreover, Babylon has a 95 percent user retention
rate and a 5-star rating from more than 90 percent of its
users.
Supported by capital raised through the transaction, Babylon
will continue to expand its services both with existing and new
customers. Babylon has achieved strong traction in the U.S. market
and is focused on building on this momentum by rapidly scaling its
operations.
Management Comments
Dr. Ali Parsa, Founder and CEO of
Babylon, commented, "We founded Babylon on a fundamental belief,
that it is possible to make quality healthcare accessible and
affordable for every person on earth by combining the latest in
technology and the best in medical expertise. We have achieved one
of the highest growth rates every year since our inception, with
consistently high clinical outcomes and patient satisfaction.
Becoming a public company is just another step in our journey. We
are at the very beginning of our work to re-imagine our sector, to
make it digital-first and prevention-first and shift the focus away
from sick care to true health care."
"Babylon's patient-first approach -- coupled with its focus on
accessibility and affordability -- has made it one of the most
exciting growth stories in health and technology," said Alkuri
Global CEO Rich Williams. "When we
founded Alkuri, we set out to identify high-potential, disruptive
companies with visionary founders and strong teams. Babylon is all
of those things, and we're excited to work with them on their truly
world-changing mission."
Transaction Overview
The transaction is expected to deliver up to $575 million of gross proceeds to fund Babylon's
pro forma balance sheet, including the contribution of up to
$345 million of cash held in Alkuri
Global's trust account assuming no redemptions. The combination is
further supported by a $230 million
private placement (the "PIPE") - funded over 85% from new, external
institutional investors including AMF Pensionsförsäkring, Sectoral
Asset Management and Swedbank Robur with strategic investor
Palantir (NYSE:PLTR) - at $10.00 per
share. There is additional participation from Ali Parsa, Alkuri Sponsor LLC and existing
Babylon investors Kinnevik (STO:KINV-B) and VNV (STO:VNV). In
addition, Babylon previously acquired an option to purchase Higi, a
consumer health engagement company, and intends to acquire the
remaining Higi equity stake it does not already own. The major
investors in Higi, including 7wire Ventures, Flare Capital Partners
and William Wrigley, Jr., have
agreed to accept shares in lieu of a portion of cash consideration
if Babylon exercises its option. This agreement is expected to
reduce Babylon's cash needs by approximately $40 million.
Assuming no redemptions, taking existing cash and transaction
fees into account, Babylon is expected to have approximately
$540 million net cash on its balance
sheet following the transaction, which will be used to pursue
organic growth strategies as well as attractive and opportunistic
acquisitions. The transaction reflects an initial pro forma equity
value of approximately $4.2 billion
and enterprise value of approximately $3.6
billion.
Existing Babylon shareholders will roll 100% of their equity
into the combined company and will own approximately 84% of the pro
forma company at closing.
The transaction, which has been unanimously approved by the
Boards of Directors of both Babylon and Alkuri Global, is expected
to close in the second half of 2021, subject to approval by Alkuri
Global's stockholders and other customary closing conditions,
including any applicable regulatory approvals. Following the
closing of the proposed business combination, Babylon will retain
its experienced management team. Dr. Parsa will continue to serve
as Chief Executive Officer and Chairman of the Board. An Alkuri
Global representative will join the Babylon Board of Directors.
Advisors
Ardea Partners LP is serving as financial advisor, Citi is
serving as financial and capital markets advisor, and Wilson Sonsini Goodrich & Rosati, P.C.,
Allen & Overy LLP and Walkers (Jersey) LLP are serving as legal
counsel to Babylon. Jefferies is serving as exclusive financial
advisor and Winston & Strawn LLP is serving as legal counsel to
Alkuri Global. Jefferies, Citi and Pareto Securities AB served as
placement agents on the PIPE.
Investor Presentation
A presentation made by the management of Babylon and Alkuri
Global regarding the proposed business combination will be
available on Babylon at
https://www.babylonhealth.com/press/investor-presentation and
Alkuri Global at https://www.alkuri.com/investor-relations. Alkuri
Global will include the investor presentation as an exhibit to a
Current Report on Form 8-K with the SEC which can be viewed at
www.sec.gov.
About Babylon
Babylon is a world leading, digital-first, value-based care
company whose mission is to make high-quality healthcare accessible
and affordable for everyone on Earth.
Babylon is re-engineering healthcare, shifting the focus from
sick care to preventative healthcare so that patients experience
better health, and reduced costs. This is achieved by leveraging a
highly scalable, digital-first platform combined with high quality,
virtual clinical operations to provide all-in-one, personalized
healthcare. We endeavor to keep patients at the peak of health and
get them back on their feet as quickly as possible, all from their
devices, with the aim to promote longer and healthier lives. When
sick, Babylon provides assistance to navigate the health system,
connecting patients digitally to the right clinician 24/7, at no
additional cost.
Founded in 2013, we have since delivered millions of clinical
consultations and AI interactions, with c.2m clinical consultations
and c.3.9m AI interactions in 2020
alone. We work with governments, health providers and insurers
across the globe, and support healthcare facilities from small
local practices to large hospitals. For more information, please
visit www.babylonhealth.com/us.
Babylon 360 (Babylon VBC)
Babylon 360 is Babylon's digital-first value-based care service.
Babylon 360 combines cutting-edge AI-powered technology with human
medical expertise to help members stay out of the hospital and
remain in control of their health. Using a combination of our
doctors' expertise and our data, Babylon 360 gives members
actionable insights and information about their wellbeing, and - by
helping members to understand their specific needs - helps them set
personalized health goals. If there's a problem, Babylon 360 gives
24/7 access to a dedicated Personal Care Team, so that patients can
receive the most appropriate care, medication and treatment. A
recent survey among our Babylon 360 members identified that more
than 40% of consultations had resulted in patients avoiding the
Emergency Room or urgent care visits, generating significant cost
savings.
Babylon Cloud Services
Babylon Cloud Services provides a suite of digital self-care
tools that enables patients and clinicians to gain insights and
information either through Babylon directly or through Babylon's
roster of top-tier partners. The tools include Babylon's AI symptom
checker, which provides a 24/7 source of health information to
patients when they need it, and Babylon's Healthcheck, which offers
a comprehensive, digital-first health assessment that identifies
at-risk conditions and actionable next steps members can take which
aim to improve overall health and decrease future risk of
disease.
About Alkuri Global Acquisition Corp.
Alkuri Global Acquisition Corp. is a blank check company formed
for the purpose of effecting a merger, stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or entities. Alkuri Global
intends to favor next-generation technology businesses led by
visionary founders and teams leveraging data and artificial
intelligence in the areas of Consumer Internet and Marketplaces,
Healthtech, Fintech and Mobility. For more information, visit
www.arkglobal.com.
Additional Information and Where to Find It
Additional information about the proposed business combination,
including a copy of the Merger Agreement and investor presentation,
will be provided in a Current Report on Form 8-K which will be
filed by Alkuri Global with the SEC and will also be available at
www.sec.gov.
In connection with the proposed business combination, Babylon
intends to file a registration statement on Form F-4 (the
"Registration Statement") with the SEC with respect to Babylon's
securities to be issued in connection with the proposed business
combination, and Alkuri Global intends to file a preliminary proxy
statement in connection with Alkuri Global's solicitation of
proxies for the vote by Alkuri Global's stockholders in connection
with the proposed business combination and other matters as
described in the proxy statement, as well as the preliminary
prospectus relating to the offer of the securities to be issued to
Alkuri Global's stockholders in connection with the completion of
the business combination. After the Registration Statement has been
declared effective, Alkuri Global will mail a definitive proxy
statement and other relevant documents to its stockholders as of
the record date established for voting on the proposed business
combination. Alkuri Global's stockholders and other interested
persons are advised to read the preliminary proxy statement and any
amendments thereto and, once available, the definitive proxy
statement/consent solicitation/prospectus, in connection with
Alkuri Global's solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the
proposed business combination (the "Special Meeting"), because
these documents will contain important information about Alkuri
Global, Babylon and the proposed business combination. Alkuri
Global's stockholders may also obtain a copy of the preliminary
proxy statement/prospectus, or definitive proxy
statement/prospectus once available, as well as other documents
filed with the SEC regarding the proposed business combination and
other documents filed with the SEC by Alkuri Global, without
charge, at the SEC's website located at www.sec.gov.
Participants in Solicitation
Alkuri Global, Babylon, and their respective directors and
officers may be deemed participants in the solicitation of proxies
of Alkuri Global stockholders in connection with the proposed
business combination. Alkuri Global stockholders and other
interested persons may obtain, without charge, more detailed
information regarding the directors and officers of Alkuri Global
in Alkuri Global's registration statement on Form S-1 (File No.
333-251832), which was declared effective by the SEC on
February 4, 2021. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Alkuri Global
stockholders in connection with the proposed business combination
and other matters to be voted upon at its Special Meeting will be
set forth in the proxy statement/prospectus for the proposed
business combination when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed business combination will
be included in the Registration Statement that Babylon intends to
file with the SEC.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of Babylon and Alkuri Global and their respective
affiliates, from time to time may contain, a number of
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or our future financial or operating
performance. When used in this press release, the words
"estimates," "projected," "expects," "anticipates," "forecasts,"
"plans," "intends," "believes," "seeks," "may," "will," "should,"
"future," "propose" and variations of these words or similar
expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements. These
forward-looking statements include, without limitation, information
concerning Babylon's or Alkuri Global's possible or assumed future
results of operations, business strategies, debt levels,
competitive position, industry environment, potential growth
opportunities, Babylon's and Alkuri Global's expectations with
respect to the future performance of the combined company,
including whether this proposed business combination will generate
returns for stockholder, the anticipated addressable market for the
combined company, the satisfaction of the closing conditions to the
business combination, and the timing of the transaction.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Babylon's or Alkuri Global's
management's control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement and the
proposed business combination contemplated thereby; (b) the
inability to complete the proposed business combination due to the
failure to obtain approval of the stockholders of Alkuri Global or
other conditions to closing in the Merger Agreement; (c) the
ability to meet Nasdaq's listing standards following the
consummation of the proposed business combination; (d) the failure
of investors in the PIPE to fund their commitments upon the closing
of the proposed business combination; (e) the risk that the
proposed business combination disrupts current plans and operations
of Babylon or its subsidiaries as a result of the announcement and
consummation of the transactions described herein; (f) the ability
to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (g) costs
related to the proposed business combination; (h) changes in
applicable laws or regulations, including legal or regulatory
developments (such as the SEC's recently released statement on
accounting and reporting considerations for warrants in SPACs)
which could result in the need for Alkuri Global to restate its
historical financial statements and cause unforeseen delays in the
timing of the business combination and negatively impact the
trading price of Alkuri Global's securities and the attractiveness
of the business combination to investors; (i) the possibility that
Babylon may be adversely affected by other economic, business
and/or competitive factors; and (j) other risks and uncertainties
to be identified in the registration/proxy statement relating to
the business combination, when available, and in other documents
filed or to be filed with the Securities and Exchange Commission
("SEC") by Alkuri Global and Babylon and available at the SEC's
website at www.sec.gov.
Babylon and Alkuri Global caution that the foregoing list of
factors is not exclusive, and caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Except as required by law, neither Alkuri Global
nor Babylon undertakes any obligation to update or revise its
forward-looking statements to reflect events or circumstances after
the date of this release.
No Offer or Solicitation
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed business combination or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer 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.
No Assurances
There can be no assurance that the proposed business combination
will be completed, nor can there be any assurance, if the proposed
business combination is completed, that the potential benefits of
combining the companies will be realized.
Information Sources; No Representations
This press release has been prepared for use by Babylon and
Alkuri Global in connection with the proposed business combination.
The information herein does not purport to be all-inclusive. The
information herein is derived from various internal and external
sources, with all information relating to the business, past
performance, results of operations and financial condition of
Alkuri Global was derived entirely from Alkuri Global and all
information relating to the business, past performance, results of
operations and financial condition of Babylon was derived entirely
from Babylon. No representation is made as to the reasonableness of
the assumptions made with respect to the information herein, or to
the accuracy or completeness of any projections or modeling or any
other information contained herein. Any data on past performance or
modeling contained herein is not an indication as to future
performance.
No representations or warranties, express or implied, are given
in respect of this press release. To the fullest extent
permitted by law in no circumstances will Alkuri Global, Babylon,
or any of their respective subsidiaries, affiliates, shareholders,
representatives, partners, directors, officers, employees, advisors
or agents, be responsible or liable for any direct, indirect or
consequential loss or loss of profit arising from the use of this
press release, its contents (including without limitation any
projections or models), any omissions, reliance on information
contained within it, or on opinions communicated in relation
thereto or otherwise arising in connection therewith, which
information relating in any way to the operations of Babylon has
been derived, directly or indirectly, exclusively from Babylon and
has not been independently verified by Alkuri Global. Neither the
independent auditors of Alkuri Global nor the independent auditors
of Babylon audited, reviewed, compiled or performed any procedures
with respect to any projections or models for the purpose of their
inclusion in this press release and, accordingly, neither of them
expressed any opinion or provided any other form of assurances with
respect thereto for the purposes of this press release.