Healthcare AI Platform Excelera to Merge with SPAC.
MANews-(C)2009-2022
California-based accountable care organization and AI platform Excelera DCE and special purpose acquisition company Future Health ESG Corp (NASDAQ: FHLT) have entered into a definitive business combination agreement that will support the expansion of Excelera's science-driven approach to managing care for seniors, the companies said.
Upon completion of the transaction, the combined company is expected to operate as Excelera Health, Inc., and is expected to be listed on the NASDAQ under the new ticker symbol "XLRA."
Launched on January 1, 2022, Excelera optimizes delivery of value-based care for more than 22,000 seniors through its network of participating physicians in California and Hawaii.
The company operates under Medicare's novel Global and Professional Direct Contracting program (to be renamed ACO REACH effective in 2023).
Excelera is one of only 99 ACOs participating in the direct contracting program for plan year 2022.
All of the transaction proceeds (at least USD 105m, and up to USD 282m assuming no public shareholders of Future Health exercise their redemption rights) will be available to fund growth of the platform into additional geographies.
Excelera's existing management team will continue to lead the company following the transaction.
The company's board of directors will include Future Health directors Travis Morgan, co-founder and CFO, and Nancy L. Snyderman, MD, a trained pediatrician, head and neck surgeon, and former Chief Medical Editor for NBC News.
The transaction values the combined company at an initial enterprise value of approximately USD 459m, a multiple of 1.3x annualized 1Q22 revenues of USD 352m.
Forty million shares will be issued to the seller at closing, and an earn-out of 20m additional shares will be payable when the company achieves USD 150m in revenue for any calendar quarter prior to the fifth anniversary of the closing.
Excelera's parent will roll over 100% of its equity stake into the new company.
After transaction expenses, the proposed business combination is expected to deliver at least USD 105m, and up to USD 282m of net proceeds, including the contribution of up to USD 201m of cash held in Future Health's trust account and a USD 100m fully subscribed private placement of common stock of the combined company, priced at USD 11.00 per share.
PIPE investors have also entered into a forward purchase agreement to acquire an additional USD 20m of FHLT shares on the...
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