Merger ARKIU

Babylon goes public via merger with Alkuri Global Acquisition Corp.

, PR Newswire

Babylon Holdings Limited, a world leading, digital-first value-based care company, and KURI, today announced that they have entered into a definitive merger agreement.

The transaction reflects a pro forma equity value of approximately $4.2 billion.

Babylon Founder and CEO Dr. Ali Parsa will become Chairman and CEO of the combined entity; a KURI representative will join the Board of Directors.

The transaction is expected to deliver gross proceeds of up to $575 million to fund Babylon's pro forma balance sheet, including $345 million of cash held in Alkuri's trust account assuming no redemptions and a $230 million PIPE at $10.00 per share from institutional investors including AMF Pensionsförsäkring, Sectoral Asset Management and Swedbank Robur with strategic investor Palantir.

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.

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.

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.

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 is expected to close in the second half of 2021.

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