After a thorough exploration of strategic alternatives, Babylon
Holdings Limited (NYSE: BBLN) (including its subsidiaries,
“Babylon”) is pleased to provide an update on the
recapitalization transaction, previously announced on May 10,
following receipt of a proposal from AlbaCore Capital LLP on behalf
of certain of its affiliates (“AlbaCore”) and MindMaze Group
SA (“MindMaze”), and share that Babylon has selected the
previously announced take private proposal from the options
considered.
The proposal strongly positions Babylon to accelerate its core
mission – to make high quality healthcare more accessible and
affordable by combining the most cutting-edge technology with the
best medical expertise. In combination with MindMaze, a global
leader in brain technology and digital neurotherapeutic solutions
for brain health and recovery, the pro forma business is positioned
to uniquely address patient and member needs across the
continuum-of-care, from healthcare through sick care. Collectively,
the new organization is positioned to become a leading value-based
care platform with cutting edge technological, clinical and
operational ability to both provide holistic primary care and
effectively diagnose, manage and treat major episodic and chronic
diseases.
Babylon and MindMaze believe that the combined entity will form
a powerful digital-first global AI-driven healthcare business that
will help transform the industry from sick care to predictive and
preventative healthcare. Babylon and MindMaze will be dedicated to
improving patient engagement and access to high quality optimized
healthcare by tackling a broad range of chronic conditions,
including but not limited to neurological conditions.
In the coming weeks and months, while Babylon and MindMaze come
together, they will both continue delivering on their missions,
executing on day-to-day operations, and pursuing strategic
objectives including a relentless commitment to patient and member
care, client satisfaction and employee engagement. Babylon and its
management will continue to operate and deliver on its existing
business plan. Over the mid-to-long term Babylon and MindMaze
intend to align the strengths of their organizations to deliver a
truly novel care paradigm and deliver exceptional outcomes for all
stakeholders.
The transaction provides for a new capital structure with a
significant reduction of pro forma company debt, resulting in a
substantially strengthened and more flexible financial profile. In
addition, the transaction will include immediate material funding
for current business operations as well as a commitment to fund the
combined business, allowing the pro forma company to focus on its
strategy of delivering concurrent growth and profitability over the
near to mid-term.
The transaction is expected to close in July 2023. Completion of
the transaction will be subject to agreed documentation, various
conditions and appropriate regulatory approvals if required. As
previously stated, the transaction will not provide for any payment
to Babylon Holdings Limited’s Class A ordinary shareholders or
other equity instrument holders, as AlbaCore will be exercising
rights under its debt agreements with Babylon, and the go-forward
private business will be transferred to private ownership.
Therefore, the transaction would transfer core operating
subsidiaries of Babylon to MindMaze, and Babylon Holdings Limited’s
Class A ordinary shares will cease trading on the NYSE under the
ticker symbol ‘BBLN’.
About Babylon
At Babylon, our mission is to make quality healthcare widely
accessible and affordable. To this end we are building an
integrated digital first primary care service that can manage
population health at scale. Founded in 2013, we are reengineering
how people engage with their care at every step of the healthcare
continuum. Today, Babylon’s technology and clinical services
support a global patient network across 15 countries, and our
digital healthcare platform is capable of operating in 16
languages. Babylon is also working with governments, health
providers, employers and insurers across the globe to provide them
with a new digital-first platform that any partner can use to
deliver high-quality healthcare with lower costs and better
outcomes. For more information, please visit
www.babylonhealth.com.
About MindMaze
Founded in 2012, MindMaze is a global leader in brain technology
and digital neurotherapeutic solutions for brain health and
recovery. With a presence in over 15 countries, its mission is to
accelerate the brain’s ability to recover, learn and adapt.
The company has two core divisions – Healthcare and Labs –
working collaboratively at the intersection of neuroscience,
bio-sensing, engineering, mixed reality and artificial
intelligence. MindMaze Healthcare is advancing a universal platform
for brain health with breakthrough solutions to some of the world’s
most challenging problems in neurology, including stroke,
Parkinson’s disease and Alzheimer’s disease. MindMaze Labs, the
company’s R&D innovation hub, is focused on the future of human
computing – working across multiple industries to innovate and
build the next generation of human-machine interfaces. The company
has offices in Lausanne, Baltimore, London, Paris and Mumbai. For
more information, please visit http://www.mindmaze.com.
Forward-Looking
Statements
This press release contains “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
ability to successfully implement the framework implementation
agreement, dated May 10, 2023, between Babylon and AlbaCore (the
“Framework Agreement”), possible or assumed future results of
operations, business strategies, debt levels, competitive position,
industry environment and potential growth opportunities.
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 of Babylon’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: our ability to and continue as a
going concern over the next twelve months; risks associated with
our debt financing agreements with AlbaCore, including the impact
of the restrictive covenants on our operations; risks associated
with the implementation of the proposed take private transaction
pursuant to the Framework Agreement and the joint proposal from
AlbaCore and MindMaze; that we may require additional financing and
our ability to obtain additional financing on favorable terms; our
ability to timely identify and execute strategic alternatives on
favorable terms, including restructuring, refinancing, an asset
sale such as the proposed sale of the independent physician
association (IPA) business, a take private transaction, and/or
putting Babylon Holdings Limited into administration under UK law
or obtaining relief under the U.S. Bankruptcy Code; risks and
uncertainties associated with such administration or bankruptcy
proceedings; the diversion of our senior management team’s
attention from our business to pursuing strategic alternatives,
include the proposed take private transaction with AlbaCore and
MindMaze; the impact on our share price as a result of
announcements related to a potential take private transaction and
business combination with MindMaze; turnover in our senior
management team and other key talent; our future financial and
operating results, ability to generate profits in the future, and
timeline to profitability for Babylon as a whole and in our lines
of business; the impact of our recently completed reverse share
split on the price and trading market for our Class A ordinary
shares; if we fail to comply with the continued listing standards
and rules of the New York Stock Exchange (the “NYSE”), the NYSE may
delist our Class A ordinary shares; our ability to successfully
execute our planned cost reduction actions and realize the expected
cost savings; the growth of our business and organization; risks
associated with impairment of goodwill and other intangible assets;
our failure to compete successfully; our ability to renew contracts
with existing customers, and risks of contract renewals at lower
fee levels, or significant reductions in members, pricing or
premiums under our contracts due to factors outside our control;
our dependence on our relationships with physician-owned entities;
our ability to maintain and expand a network of qualified
providers; our ability to increase engagement of individual members
or realize the member healthcare cost savings that we expect; a
significant portion of our revenue comes from a limited number of
customers; the uncertainty and potential inadequacy of our claims
liability estimates for medical costs and expenses; risks
associated with estimating the amount and timing of revenue
recognized under our licensing agreements and value-based care
agreements with health plans; risks associated with our physician
partners’ failure to accurately, timely and sufficiently document
their services; risks associated with inaccurate or unsupportable
information regarding risk adjustment scores of members in records
and submissions to health plans; risks associated with reduction of
reimbursement rates paid by third-party payers or federal or state
healthcare programs; risks associated with regulatory proposals
directed at containing or lowering the cost of healthcare,
including the ACO REACH model; immaturity and volatility of the
market for telemedicine and our unproven digital-first approach;
our ability to develop and release new solutions and services;
difficulty in hiring and retaining talent to operate our business;
risks associated with our international operations, economic
uncertainty, or downturns; the impact of COVID-19 or any other
pandemic, epidemic or outbreak of an infectious disease in the
United States or worldwide on our business; risks associated with
foreign currency exchange rate fluctuations and restrictions; and
the other risks and uncertainties identified in Babylon’s Form 10-K
filed with the U.S. Securities and Exchange Commission (the “SEC”)
on March 16, 2023 and Form 10-Q filed with the SEC on May 10, 2023,
and in other documents filed or to be filed by Babylon with the SEC
and available at the SEC’s website at www.sec.gov.
Babylon cautions that the foregoing list of factors is not
exclusive and cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Except as required by law, Babylon does not undertake any
obligation to update or revise its forward-looking statements to
reflect events or circumstances after the date of this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20230623670219/en/
Babylon Contacts: Media press@babylonhealth.com Investors
investors@babylonhealth.com MindMaze Contact:
pr@mindmaze.com
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