GigCapital2, Inc. (“GigCapital2”) (NYSE: GIX), a Technology,
Media and Telecom (TMT) Private-to-Public Equity (PPE)™
corporation, today announced that in furtherance of its business
objectives and publicly announced proposed acquisitions,
GigCapital2 has determined to postpone its special meeting of
stockholders, originally scheduled to be held on Monday, March 8,
2021 to Wednesday, March 10, 2021. As a result of the postponement
of the special meeting of stockholders, any stockholder seeking to
demand redemption in connection with the Extension Amendment on the
agenda for the special meeting must submit its written request to
the transfer agent in accordance with the procedure specified in
the Proxy Statement delivered to GigCapital2’s stockholders in
connection with the special meeting prior to 5:00 p.m. EST on
Monday, March 8, 2021.
About GigCapital Global and GigCapital2, Inc.
GigCapital Global (www.gigcapitalglobal.com) is a
Private-to-Public Equity (PPE)™ investment group, sponsoring and
operating Special Purpose Acquisition Companies (“SPAC”, also known
as Blank-Check companies). Founded in 2017 by Dr. Avi Katz, the
GigCapital Group and its sponsored SPACs are led by an affiliated
team of technology industry experts, deploying a unique
Mentor-Investors™ methodology to partner with exceptional
privately-held and U.S. and non-U.S. public technology companies
led by dedicated, innovative entrepreneurs. The GigCapital Group
companies offer financial, operational and executive mentoring to
U.S. and global private, and non-U.S. public companies, in order to
accelerate their path from inception and as a privately-held entity
into the growth-stage as a publicly traded company in the U.S. The
partnership of the GigCapital Group with these companies continues
through an organic and roll-up strategy growth post the transition
to a public company. For more information, visit
www.gigcapitalglobal.com.
GigCapital2, Inc. (NYSE: GIX, GIX.U, GIX.RT, and GIX.WS)
(www.gigcapital2.com), GigCapital3, Inc. (NYSE: GIK, GIK.U and
GIK.WS) (www.gigcapital3.com) and GigCapital4, Inc. (Nasdaq: GIG,
GIGGU and GIGGW), are part of the GigCapital Group portfolio of
Private-to-Public Equity (PPE)™ companies.
“Private-to-Public Equity (PPE)” and “Mentor-Investor” are
trademarks of GigFounders, LLC, used pursuant to agreement.
About Cloudbreak Health LLC
Cloudbreak (www.cloudbreak.us) revolutionized patient and
provider communication with the introduction of video remote
interpreting (VRI), establishing Cloudbreak as a pioneer in
telehealth technology. Cloudbreak continues to innovate with
Cloudbreak Telehealth Solutions, including telepsychiatry,
telestroke, tele-quarantine, remote patient monitoring and other
specialties. Committed to overcoming healthcare disparities and
bringing language access to the point of care, Cloudbreak
seamlessly integrates their language access solution, Martti, into
a host of platforms, including Epic, Zoom, and Caregility.
Performing more than 1.6 million minutes of telemedicine
consultation each month in 2020 on over 14,000 video endpoints at
1,800+ healthcare locations nationwide, Cloudbreak Telehealth
simplifies how providers care for patients, putting a full care
continuum at their fingertips 24/7.
About UpHealth Holdings, Inc.
UpHealth (www.uphealthinc.com) is a global comprehensive digital
health technology and tech-enabled services platform (the
“Platform”) that empowers providers, health systems and payors
globally to manage care for people with complex medical, behavioral
and social needs, while dramatically improving access to primary
care. UpHealth owns Thrasys and BHS and almost half of Glocal, with
its acquisition of all or almost all of the remaining half pending
Indian regulatory approval expected prior to the closing of the
combination with GigCapital2. Following the combination, including
with Cloudbreak, UpHealth will be comprised of four service lines
that have been strategically selected to deliver patient and
provider-centric digital health technologies across the continuum
of care and provide a full complement of services for managing the
most challenging chronic conditions. The Platform improves patient
access to timely and personalized digital care by delivering a
complete set of care management tools, remote monitoring
applications, full-service ePharmacy delivery, behavioral health
solutions, and tech-enabled primary care. UpHealth is building its
services to provide a digital marketplace of healthcare services.
Following the combination, UpHealth will have offices in Delray
Beach, Salt Lake City, San Francisco, Los Angeles, Columbus, and
Kolkata.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding our or our management
team’s expectations, hopes, beliefs, intentions, plans, prospects
or strategies regarding the future, including possible business
combinations, revenue growth and financial performance, product
expansion and services. Any statements contained herein that are
not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking
statements contained in this press release are based on our current
expectations and beliefs made by the management of GigCapital2,
UpHealth Holdings, Inc. (“UpHealth”) and/or Cloudbreak Health, LLC
(“Cloudbreak”) in light of their respective experience and their
perception of historical trends, current conditions and expected
future developments and their potential effects on UpHealth,
Cloudbreak and GigCapital2 as well as other factors they believe
are appropriate in the circumstances. There can be no assurance
that future developments affecting UpHealth, Cloudbreak or
GigCapital2 will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond the control of the parties) or other
assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements, including that the GigCapital2
stockholders will approve the Extension Amendment proposal, the
business combinations, regulatory approvals, the ability of the
post-combination company to meet the NYSE listing standards,
product and service acceptance, and that UpHealth will have
sufficient capital upon the approval of the transaction to operate
as anticipated. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected
in these forward-looking statements. Additional factors that could
cause actual results to differ are discussed under the heading
“Risk Factors” and in other sections of GigCapital2’s filings with
the SEC, and in GigCapital2’s current and periodic reports filed or
furnished from time to time with the SEC. All forward-looking
statements in this press release are made as of the date hereof,
based on information available to GigCapital2, UpHealth and/or
Cloudbreak as of the date hereof, and GigCapital2, UpHealth and/or
Cloudbreak assumes no obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws.
Additional Information and Where to Find It
Additional information about the Extension Amendment proposal
can be found in GigCapital2’s definitive proxy statement in
connection with GigCapital2’s solicitation of proxies for its
special meeting of stockholders that is being held to approve the
Extension Amendment proposal, which was previously filed with the
U.S. Securities and Exchange Commission (the “SEC”) and mailed to
stockholders on February 12, 2021.
In connection with the proposed business combinations with
UpHealth Holdings, Inc. (“UpHealth”) and Cloudbreak Health, LLC
(“Cloudbreak”), GigCapital2 has filed a registration statement on
Form S-4 with the United States Securities and Exchange Commission
(the “SEC”) containing a preliminary proxy statement and a
preliminary prospectus of GigCapital2, and after the registration
statement is declared effective, GigCapital2 will mail a definitive
proxy statement/prospectus relating to the proposed business
combinations to its stockholders. This Current Report on Form 8-K,
including the attached exhibits, does not contain all the
information that should be considered concerning the proposed
business combinations and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combinations. Additional information about the proposed
business combinations and related transactions is described in
GigCapital2’s Current Report on Form 8-K and combined proxy
statement/prospectus relating to the proposed business combinations
and the respective businesses of GigCapital2 and UpHealth and
Cloudbreak that GigCapital2 has filed with the SEC. The proposed
business combinations and related transactions will be submitted to
stockholders of GigCapital2 for their consideration. GigCapital2’s
stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement/prospectus, when available, and
other documents filed in connection with GigCapital2’s solicitation
of proxies for its special meeting of stockholders to be held to
approve, among other things, the proposed business combinations and
related transactions, because these materials will contain
important information about UpHealth , Cloudbreak, GigCapital2 and
the proposed business combinations and related transactions. When
available, the definitive proxy statement/prospectus and other
relevant materials for the proposed business combinations will be
mailed to stockholders of GigCapital2 as of a record date to be
established for voting on the proposed business combinations and
related transactions.
Stockholders may also obtain a copy of the definitive proxy
statement for the special meeting and/or the preliminary or
definitive proxy statement/prospectus, once available, as well as
other documents filed with the SEC by GigCapital2, without charge,
at the SEC’s website located at www.sec.gov or by directing a
request to ExBrad Weightman, Vice President and Chief Financial
Officer, GigCapital2, Inc., 1731 Embarcadero Rd., Suite 200, Palo
Alto, CA 94303, or by telephone at (650) 276-7040.
Participants in the Solicitation
UpHealth, Cloudbreak, GigCapital2 and their respective directors
and executive officers and other persons may be deemed to be
participants in the solicitations of proxies from GigCapital2’s
stockholders in respect of the Extension Amendment proposal as well
as the proposed business combinations and related transactions.
Information regarding GigCapital2’s directors and executive
officers is available in its Form 10-K filed with the SEC on March
30, 2020. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests is contained in the definitive proxy statement for the
special meeting as well as the preliminary and definitive proxy
statements/prospectus related to the proposed business combinations
and related transactions when they become available, and which can
be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication shall neither 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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210303005975/en/
Brian Ruby, ICR, brian.ruby@icrinc.com
GigCapital2 (NYSE:GIX)
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