Merger LGV.U

HeartFlow announces Merger with Longview Acquisition Corp. II to Become a Publicly Traded Company

, SPAC Research

HeartFlow Holding, Inc., the leader in revolutionizing precision heart care, and Longview Acquisition Corp. II (NYSE: LGV), a special purpose acquisition company sponsored by affiliates of Glenview Capital Management, LLC, announced today that they have entered into a definitive business combination agreement that will support HeartFlow’s vision of revolutionizing precision heart care.

Upon completion of the proposed transaction, the combined company will operate as HeartFlow Group, Inc. and is expected to be listed on the NYSE under the symbol “HFLO.” The transaction will also provide the combined company with an estimated $400 million in cash for growth capital, product development and general corporate purposes.

HeartFlow is the leader in revolutionizing precision heart care, uniquely combining human ingenuity with advanced technology. HeartFlow’s non-invasive HeartFlow FFRCT Analysis leverages artificial intelligence to create a personalized three-dimensional model of the heart. By using this model, clinicians can better evaluate the impact a blockage has on blood flow and determine the best treatment for patients. HeartFlow’s technology is reflective of our Silicon Valley roots and incorporates over two decades of scientific evidence with the latest advances in artificial intelligence.

The proposed transaction values HeartFlow at an initial pro forma enterprise value of approximately $2.4 billion and a fully distributed equity value of approximately $2.8 billion at signing. The transaction is expected to deliver up to $599 million of gross proceeds to HeartFlow (all coming from the $690 million cash in trust held by Longview) to accelerate growth as well as repurchase up to $110 million of equity from long-time shareholders and employees, representing approximately 5% pro forma shares outstanding. Any excess cash in trust will be distributed by Longview to its shareholders through a special dividend of up to $91 million immediately prior to closing. Pro forma for the business combination, legacy shareholders of HeartFlow and its employees will own approximately 73.0% of the public company.

The proposed transaction has been unanimously approved by each of Longview’s and HeartFlow’s Board of Directors. The proposed transaction is subject to the approval of Longview’s stockholders and the satisfaction or waiver of other customary conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), and is expected to close in the fourth quarter of 2021.

J.P. Morgan Securities LLC and Cowen and Company, LLC are acting as financial advisors to HeartFlow. Cowen is acting as capital markets advisor to HeartFlow. King & Spalding LLP is acting as legal advisor to HeartFlow. UBS Investment Bank is acting as sole financial and capital markets advisor to Longview. UBS and Cowen underwrote the IPO of Longview in March 2021. Ropes & Gray LLP is acting as legal advisor to Longview.

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