Foresight Acquisition Corp. (NASDAQ: FORE) (“Foresight”) and P3
Health Partners (“P3”), a patient centered and physician led
population health management company, announced that on October 28,
2021, Foresight filed a definitive proxy statement (the "Proxy
Statement") relating to the proposed business combination (the
“Business Combination”) with P3. Foresight also announced that a
special meeting of its stockholders will be held at 9:00 a.m.
Central Time on November 18, 2021, in connection
with the Business Combination (the “Special Meeting”). The Proxy
Statement is being mailed to Foresight’s stockholders of record as
of the close of business on October 8, 2021.
If the proposals at the Special Meeting are approved, the
parties anticipate that the Business Combination will close as
promptly as practicable after the meeting, subject to the
satisfaction or waiver (as applicable) of all other closing
conditions.
Upon closing of the Business Combination, the combined company
will be named P3 Health Partners Inc. and will be listed on the
NASDAQ under the new ticker symbol "PIII."
“We are excited to have reached this important milestone,” said
Sherif Abdou, CEO of P3. “With our deep value-based care expertise
and proven track record for addressing some of the largest
challenges in healthcare today, we look forward to successfully
completing the proposed Business Combination and providing more
high-quality care in order to improve patient outcomes and reduce
medical costs.”
Greg Wasson, Chairman of Foresight, commented: “The Foresight
team is excited to be moving forward with this exceptional
opportunity and work closely with the P3 leadership team to combine
our healthcare and public company experience with P3’s deep
expertise in value-based care.”
About Foresight Acquisition Corp.
Foresight is a special purpose acquisition company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. For more information,
visit foresightacq.com.
About P3 Health PartnersP3 is a
patient-centered and physician-led population health management
company. Founded and led by physicians, P3 is a team of doctors,
clinicians and support service professionals with a shared passion
for delivering value-based care. We leverage our deeply integrated
and capital efficient care model, data and technology, physician
leadership and community outreach tools to create enhanced patient
outcomes and experiences, greater satisfaction for providers and
caregivers and lower care costs. For more information, visit
p3hp.org.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics and expectations and timing related to
potential benefits, terms and timing of the transaction. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of P3’s and Foresight’s management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of P3 and
Foresight. These forward-looking statements are subject to a number
of risks and uncertainties, including changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
stockholders of Foresight or P3 is not obtained; failure to realize
the anticipated benefits of the proposed business combination;
risks relating to the uncertainty of the projected financial
information with respect to P3; future global, regional or local
economic and market conditions; the development, effects and
enforcement of laws and regulations; P3’s ability to manage future
growth; P3’s ability to develop new products and solutions, bring
them to market in a timely manner, and make enhancements to its
platform; the effects of competition on P3’s future business; the
amount of redemption requests made by Foresight’s public
stockholders; the ability of Foresight or the combined company to
issue equity or equity-linked securities in connection with the
proposed business combination or in the future; the outcome of any
potential litigation, government and regulatory proceedings,
investigations and inquiries; and those factors discussed in
Foresight’s Annual Report on Form 10-K for the year ended December
31, 2021 and filed with the SEC on April 6, 2021 (the “Annual
Report”) under the heading “Risk Factors,” in the Proxy Statement
under the heading “Risk Factors” and other documents of Foresight
filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither P3 nor Foresight presently know or that P3 and Foresight
currently believe are not material that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect P3’s
and Foresight’s expectations, plans or forecasts of future events
and views as of the date of this press release. P3 and Foresight
anticipate that subsequent events and developments will cause P3’s
and Foresight’s assessments to change. However, while P3 and
Foresight may elect to update these forward-looking statements at
some point in the future, P3 and Foresight specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing P3’s and Foresight’s assessments
as of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to
stockholders of Foresight for their consideration. Foresight has
filed a definitive Proxy Statement with the SEC to be distributed
to Foresight’s stockholders in connection with Foresight’s
solicitation for proxies for the vote by Foresight’s stockholders
in connection with the proposed business combination and other
matters as described in the Proxy Statement. Foresight will mail
the Proxy Statement and other relevant documents to its
stockholders as of the record date established for voting on the
proposed Business Combination. Foresight’s stockholders and other
interested persons are advised to read the Proxy Statement in
connection with Foresight’s solicitation of proxies for its special
meeting of stockholders to be held to approve, among other things,
the proposed Business Combination, because these documents contain
important information about Foresight, P3 and the proposed Business
Combination. Stockholders may also obtain a copy of the Proxy
Statement, as well as other documents filed with the SEC regarding
the proposed business combination and other documents filed with
the SEC by Foresight, without charge, at the SEC's website located
at www.sec.gov or by directing a request to Gateway Investor
Relations, (949) 574-3860, FORE@gatewayir.com.
Participants in the Solicitation
Foresight, P3 and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from Foresight’s stockholders in
connection with the proposed business combination. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of Foresight’s stockholders in
connection with the proposed business combination are set forth in
Foresight’s Proxy Statement that has been filed with the SEC. You
can find more information about Foresight’s directors and executive
officers in Foresight’s Annual Report. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests are included in
the Proxy Statement. Stockholders, potential investors and other
interested persons should read the Proxy Statement carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
Contacts
Kelley Waynert, Senior Manager, Strategic CommunicationsP3
Health PartnersKWaynert@p3hp.org
Investor Relations
Cody Slach, Alex KovtunGateway Group(949)
574-3860FORE@gatewayir.com
Public Relations
Jordan SchmidtGateway Group(949) 574-3860FORE@gatewayir.com
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