- Nuvo Group Ltd. has entered into a business combination
agreement with LAMF Global Ventures Corp I (Nasdaq: LGVC); the
combined company is expected to trade on Nasdaq
- Nuvo is a leading innovator in women’s health and connected
pregnancy care, and has developed INVU by Nuvo™, an FDA-cleared,
prescription-initiated, remote pregnancy monitoring platform that
enables the delivery of remote non-stress tests and maternal and
fetal heart rate monitoring, helping expectant parents adhere to
their prescribed care plan
- INVU is in use with pregnant people in the U.S. today and
reimbursable by certain public and private payers
- Nuvo has developed a network of partnerships with university
hospitals
- Transaction values Nuvo at a pre-money equity value of $269
million and up to approximately $300 million upon Nuvo achieving a
commercial milestone and is anticipated to close in the first
quarter of 2024
Nuvo Group Ltd. (“Nuvo”), the creators of INVU by Nuvo™, an
FDA-cleared remote pregnancy monitoring platform, and LAMF Global
Ventures Corp. I (Nasdaq: LGVC, LGVCU, LGVCW) (“LAMF”), a publicly
traded special purpose acquisition company, today announced that
they have entered into a definitive business combination agreement.
Upon the closing of the transaction, which is expected in the first
quarter of 2024, the combined public company is expected to be
listed on Nasdaq.
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Nuvo is a leading innovator in women’s health and connected
pregnancy care, and has developed INVU by Nuvo™, an FDA-cleared,
prescription-initiated, remote pregnancy monitoring platform that
enables the delivery of remote non-stress tests (“NSTs”) and
maternal and fetal heart rate monitoring, helping expectant people
adhere to their prescribed care plan. INVU has two FDA clearances
and enables a connected care experience between expectant parents
and the clinicians by shifting the point-of-care to the expectant
mother, designed to enable access to high quality care from
anywhere.
Nuvo has signed U.S.-based relationship agreements with Penn
Medicine, Axia Women’s Health, Banner Health, Ouma, and others,
positioning Nuvo to address market opportunities in the U.S. with a
multi-channel commercial strategy. Additionally, Nuvo is expanding
its network of university hospital partners that are gateways to
international commercialization, including signed agreements with
Charite University Hospital, one of the most prestigious university
hospitals in Europe, and Sheba Medical Center, a world-renowned
leading innovation hospital in Israel with a specialty in maternity
care.
The combined public company will be led by Nuvo’s Chief
Executive Officer, Kelly Londy. Mrs. Londy is a seasoned healthcare
professional with a track record of commercialization success in
the field of FDA-approved medical devices. She began her career at
University of Michigan Hospitals, eventually moving to GE’s medical
systems and healthcare divisions, and Philips Healthcare North
America, where she was a leader in U.S. sales and marketing. Mrs.
Londy has held C-suite leadership positions as Chief Operating
Officer at Accuray Inc. and several early-stage medical device
companies, including Chief Executive Officer at Innoblative Designs
Inc. and Lumicell, Inc.
Management Commentary
Mrs. Londy stated, “Pregnancy care is seeing concerning trends
in health outcomes, access to care, and cost of care delivery. We
believe women’s health and pregnancy care has seen far too little
investment and innovation to address these concerning trends.
Healthcare providers, patients and their loved ones deserve better
and Nuvo has the potential to be a ‘game-changer’ in pregnancy
journeys around the world. The Nuvo – LAMF partnership allows us to
accelerate our plans to grow our solution and the impact we are
having at a time when pregnant people and clinicians need it the
most.”
Simon Horsman, LAMF’s Chief Executive Officer, said: “LAMF is
thrilled to have entered into this transaction with Nuvo following
an extensive period of discussions with Nuvo’s management team and
shareholders. In this exciting partnership with Nuvo, we look
forward to pursuing Nuvo’s mandate of significantly improving
prenatal care through at-home, remote monitoring of pregnancy as
well as scaling the business globally. We expect to bring value to
the combined public company through our extensive relationships in
media, entertainment and healthcare.”
In addition to Mr. Horsman and Jeffery Soros, LAMF’s Chairman,
LAMF’s sponsor team includes affiliates of NYC-based asset manager
10X Capital.
Key Transaction Terms
The boards of directors for both Nuvo and LAMF have unanimously
approved the proposed business combination, which is expected to be
completed in the first quarter of 2024, subject to the receipt of
the required approvals by Nuvo’s and LAMF’s shareholders and the
fulfillment of other customary closing conditions. The transaction
values Nuvo at a pre-money equity valuation of $269 million and up
to approximately $300 million upon Nuvo achieving a commercial
milestone.
Advisors
White & Case LLP and Herzog Fox & Neeman are serving as
legal counsel to LAMF and Greenberg Traurig, P.A. and Meitar are
serving as legal counsel to Nuvo. Roth Capital Partners, LLC is
serving as capital markets advisor to LAMF.
About Nuvo
Nuvo is committed to reinventing pregnancy care for the 21st
century through new technology, tools, and practices for providers
and expectant mothers, including the INVU by Nuvo™ platform, an
FDA-cleared, prescription initiated remote pregnancy monitoring and
management system. The INVU™ sensor band enables the delivery of
remote non-stress tests and maternal & fetal heart rate
monitoring today while pioneering new data-driven personalized
pathways that Nuvo believes will help improve health outcomes for
all women in the future. The technology and patent estate that
underpin the INVU platform have been awarded a variety of industry
recognitions, including Fast Company's Next Big Things in Tech
(2021), CB Insights' Digital Health 150 (2020, 2022), and MedTech
Innovator's Top 50 MedTech Startups (2021), as well as multiple
grants from some of the world's leading academic medical centers
and scientific bodies. Nuvo is led by a diverse team of experienced
business and medical professionals, dedicated data engineers,
software designers and proud parents who embrace a collective
mission to give every life a better beginning. For more information
and complete indications, contraindications, warnings and
precautions along with instructions for use, visit:
www.nuvocares.com.
About LAMF Global Ventures Corp.
I
LAMF Global Ventures Corp. I is a special purpose acquisition
company whose business purpose is to effect a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. LAMF is
sponsored by affiliated parties of LAMF LLC (d/b/a Los Angeles
Media Fund), a multifaceted media and entertainment company whose
primary business is financing and producing feature films,
television series, documentary projects and live events, the
management of professional athletes, and investing in complementary
technology businesses to the foregoing. LAMF is led by Jeffrey
Soros, its Chairman, and Simon Horsman, its Chief Executive
Officer, the co-founders of LAMF LLC. The members of LAMF’s sponsor
also include affiliates of 10X LLC (“10X Capital”), an investment
firm connecting Wall Street with Silicon Valley. 10X Capital
invests across the capital structure, with a focus on companies
using technology to disrupt major industries, including finance,
healthcare, natural resources, transportation, infrastructure,
agriculture and real estate. LAMF’s securities are traded on Nasdaq
under the ticker symbols LGVC, LGVCU and LGVCW.
Additional Information and Where to
Find It
In connection with the proposed transaction (the “Business
Combination”), LAMF, Nuvo, and Holdco Nuvo Group D.G. Ltd., a
limited liability company organized under the laws of the State of
Israel (“Holdco”), will prepare, and Holdco will file with the U.S
Securities and Exchange Commission (the “SEC”), a registration
statement on Form F-4 (the “Registration Statement”) that will
include a document that will serve as both a prospectus of Holdco
and a proxy statement of LAMF. LAMF, Nuvo and Holdco will prepare
and file the Registration Statement with the SEC and LAMF will mail
the Registration Statement to its shareholders and file other
documents regarding the Business Combination with the SEC. This
press release is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents LAMF or Holdco may file with the SEC in connection with
the Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT
WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE
REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY LAMF OR HOLDCO
WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
Registration Statement and other documents filed with the SEC by
LAMF or Holdco through the website maintained by the SEC at
www.sec.gov.
Participants in the
Solicitation
LAMF, Nuvo and Holdco, and certain of their respective
directors, executive officers and employees, may be deemed to be
participants in the solicitation of proxies in connection with the
Business Combination. Information about the directors and executive
officers of LAMF can be found in LAMF’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2022, which was filed with
the SEC on March 31, 2023. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the Business
Combination, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the Registration Statement and other relevant materials when they
are filed with the SEC. These documents can be obtained free of
charge from the source indicated above
Forward-Looking
Statements
Certain statements contained in this press release may be
considered forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act,
including statements regarding the Business Combination involving
LAMF, Nuvo and Holdco, and the ability to consummate the Business
Combination. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as “may,”
“will,” “should,” “would,” “expect,” “anticipate,” “plan,”
“likely”, “believe,” “estimate,” “project,” “intend,” and other
similar expressions among others. Statements that are not
historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are
subject to risks and uncertainties and are not guarantees of future
performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various
factors, including, without limitation: (i) the risk that the
conditions to the closing of the Business Combination are not
satisfied, including the failure to timely or at all obtain
shareholder approval for the Business Combination or the failure to
timely or at all obtain any required regulatory clearances; (ii)
uncertainties as to the timing of the consummation of the Business
Combination and the ability of each of LAMF, Nuvo and Holdco to
consummate the Business Combination; (iii) the possibility that
other anticipated benefits of the Business Combination will not be
realized, and the anticipated tax treatment of the Business
Combination; (iv) the occurrence of any event that could give rise
to termination of the Business Combination; (v) the risk that
shareholder litigation in connection with the Business Combination
or other settlements or investigations may affect the timing or
occurrence of the Business Combination or result in significant
costs of defense, indemnification and liability; (vi) changes in
general economic and/or industry specific conditions; (vii)
possible disruptions from the Business Combination that could harm
Nuvo’s business; (viii) the ability of Nuvo to retain, attract and
hire key personnel; (ix) potential adverse reactions or changes to
relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the Business
Combination; (x) potential business uncertainty, including changes
to existing business relationships, during the pendency of the
Business Combination that could affect Nuvo’s financial
performance; (xi) legislative, regulatory and economic
developments; (xii) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism, outbreak
of war or hostilities and any epidemic, pandemic or disease
outbreak (including COVID-19), as well as management’s response to
any of the aforementioned factors; (xiii) the inability to obtain
or maintain the listing of Holdco’s ordinary shares on Nasdaq or
another exchange following the Business Combination; and (xiv)
other risk factors as detailed from time to time in LAMF’s reports
filed with the SEC, including LAMF’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other documents filed with the SEC. The foregoing list of important
factors is not exhaustive. Neither LAMF nor Nuvo can give any
assurance that the conditions to the Business Combination will be
satisfied. Except as required by applicable law, neither LAMF nor
Nuvo undertakes any obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom, and otherwise
in accordance with applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230818348384/en/
Nuvo: Investor Relations Ryan Kraudel
ryan.kraudel@nuvocares.com
LAMF: For investors please contact: Simon Horsman
simon@lamfglobal.com
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