- Allurion has created the world’s first full stack weight-loss
platform featuring the Allurion Gastric Balloon, the world’s first
and only swallowable, procedure-less gastric balloon for weight
loss and has seen revenues increase 100% year over year from 2016
to 2021
- Allurion’s technology platform includes the Allurion Virtual
Care Suite, a cutting-edge digital therapeutic that combines
AI-powered remote patient monitoring with a proprietary behavior
change program
- To date, over 100,000 patients in over 50 countries across six
continents have been treated with the Allurion Program,
experiencing weight loss, on average, of 30 pounds per patient
- The proposed transaction includes a fully committed Private
Investment in Public Equity (“PIPE”) led by RTW Investments and a
non-dilutive, synthetic royalty financing from RTW Investments that
will close concurrently with the business combination
- Proposed transaction also includes additional equity
investments from Former Medtronic CEO and Chairman Omar Ishrak,
Former GE CEO Jeff Immelt, Leavitt Equity Partners, Naghi Group
Vice Chairman Mr. Yasser Naghi, and existing Allurion investors
including Novalis LifeSciences and Segulah Medical Acceleration,
and Medtronic signed a non-redemption agreement
- Proposed transaction also includes a senior secured term loan
from an affiliate of Fortress Investment Group to refinance
existing Allurion debt and further extend runway, and is further
supported by a $100 million Chardan Equity Facility
- Omar Ishrak, Chairman of Compute Health and former Chairman of
Intel, to join the Board of Directors as Co-Chairman and Lead
Independent Director
- Business combination and royalty financing are expected to fund
the combined company to profitability based on current plans and
estimates
Allurion Technologies, Inc. (“Allurion”), a company dedicated to
ending obesity, and Compute Health Acquisition Corp, a special
purpose acquisition company (“Compute Health”) (NYSE: CPUH), today
announced that they have entered into a definitive business
combination agreement that will result in Allurion becoming a
publicly listed company. Upon closing, the combined company (the
“Company”) will be named Allurion Technologies, Inc. and its common
stock (the “Common Stock”) is expected to be traded on the New York
Stock Exchange under the symbol “ALUR”.
“This transaction is an important milestone for the Company.
Allurion is just beginning its mission to end obesity around the
world. With over 100,000 patients treated and counting, we have our
sights set on touching the lives of the two billion people globally
who are overweight,” said Dr. Shantanu Gaur, Allurion Co-Founder
and CEO. “By combining our revolutionary Allurion Balloon with a
digital platform and behavior change program, we have created the
world’s first and only full-stack weight loss platform. We look
forward to investing this capital to fulfill our mission.”
There are two billion adults around the world who are overweight
and 650 million adults with obesity. Among children and
adolescents, obesity has increased tenfold during the past four
decades. Importantly, most weight loss options are not delivering
on expectations: 76% of patients are not fully satisfied by diet
plans and 65% of patients fear complications related to more
invasive techniques. While weight loss drugs have shown to be
effective, they often need to be used for life at significant costs
and can result in undesirable side
effects. Both patients and providers are in need of
clinically proven weight loss solutions that can scale globally and
address these shortcomings.
Allurion is tackling this unmet need by offering the world’s
first full-stack weight loss platform. At the core of this platform
is The Allurion Program, which combines the world’s first and only
swallowable, procedure-less intragastric balloon for weight loss
(the “Allurion Balloon”), a proprietary behavior change program,
and the Virtual Care Suite (“VCS”), an artificial intelligence
(“AI”)-powered digital therapeutic and remote patient monitoring
solution.
The Allurion Balloon is designed to address various shortcomings
of legacy gastric balloons. It is swallowed as a capsule and filled
under the guidance of a health care provider without surgery,
endoscopy, or anesthesia. The placement takes approximately 15
minutes during an outpatient visit. Approximately four months
later, a patented ReleaseValve™ opens allowing the balloon to empty
and pass out of the body naturally. The patient does not need to
return to the doctor to have the balloon removed. The Allurion
Balloon has demonstrated a favorable safety profile with minimal
serious adverse events.
Through the Allurion VCS, providers can securely message their
patients, conduct virtual telehealth visits, and monitor patient
performance remotely with AI-powered analytics that integrate data
from the Allurion App, Connected Scale, and Health Tracker. Through
the Allurion App, patients can access Allurion’s proprietary
behavior change program—a library of over 150 weight loss actions
related to diet, nutrition, mental health, sleep, and goal
setting—in over 15 languages.
Allurion’s revenue growth has been fueled by increasing
utilization of The Allurion Program by existing providers and rapid
geographical expansion. Allurion’s revenues in 2020, 2021, and 2022
were $20 million, $38 million, and $64 million, respectively. In
2022, the Company continued its worldwide expansion with the launch
of the Allurion Program in Canada, Mexico, India, Australia, and
Brazil. In the U.S., Allurion has launched the AUDACITY trial, an
open-label, pivotal study to evaluate the safety and efficacy of
the Allurion Balloon plus Moderate Intensity Lifestyle Modification
Therapy Program (or “MILMTP”) versus MILMTP alone in U.S.
patients.
“With our deep experience at the intersection of healthcare,
technology, and data, we see Allurion as a breakthrough platform
addressing and solving one of the largest unmet medical needs in
the world,” said Omar Ishrak, Compute Health Chairman. “Allurion’s
unique technologies together with its track record of consistent
and exceptional growth truly differentiate it from other
competitive attempts at weight loss. The company is uniquely
positioned for long-term success in a massive addressable
market.”
The proposed transaction includes a fully committed PIPE led by
RTW Investments and a non-dilutive, synthetic royalty financing
from RTW Investments that will close concurrently with the business
combination.
“RTW is proud to support Allurion’s mission to end obesity as a
lead equity investor in the PIPE, as well as provide complementary
non-dilutive royalty financing that accelerates Allurion’s
commercialization strategy,” said Roderick Wong, MD, Managing
Partner and Chief Investment Officer of RTW Investments, LP. “We
believe the Company is well-positioned to compete in the
weight-loss market and provide a much-needed tool for healthcare
providers and their patients.”
Dr. Shantanu Gaur, Co-Founder and CEO, founded Allurion in 2009
while at Harvard Medical School. Since receiving the CE-mark for
the Allurion Balloon in 2015, Allurion has built its brand by
studying its weight loss program in large, diverse populations. In
a study of 1,770 patients from 19 centers in nine countries,
Allurion Program patients lost 14% of total body weight or 30
pounds on average after just four months. In a separate study of
522 Allurion Program patients who were monitored following balloon
passage, 95% of the weight lost by such patients at four months was
maintained at the one-year mark. Finally, in a study of 226
patients with type 2 diabetes or pre-diabetes treated with the
Allurion Program, those with type 2 diabetes reduced their
hemoglobin A1c (“HbA1c”) on average by 1.5 points and those with
prediabetes reduced their HbA1c by 1.1 points, putting both
diseases into remission.
The Company will continue to be led by Dr. Shantanu Gaur,
Allurion’s Co-Founder and CEO, after the business combination. The
expanded Board of Directors is expected to be co-chaired by
longtime Allurion investor Krishna Gupta of REMUS Capital and Omar
Ishrak and include Nick Lewin, Chairman of Establishment Labs
(NASDAQ: ESTA).
“We were the first institutional partner of Allurion more than a
decade ago, and our conviction in the market opportunity, company,
management, and revolutionary technology has only grown,” said
Krishna Gupta, CEO of REMUS Capital. “The global opportunity to
reliably drive safe and effective weight loss taps both medical and
aesthetic needs of consumers and has unlimited potential. This
transaction will accelerate Allurion’s path to becoming a global
market leader in the weight loss space leveraging its digital DNA
and cutting-edge science.”
The proposed transaction also includes a senior secured term
loan from an affiliate of Fortress Investment Group to refinance
existing Allurion debt and further extend runway, and is further
supported by a $100 million Chardan Equity Facility (the “ChEF”).
Under the terms of the ChEF, after the proposed business
combination has closed, Chardan Capital Markets LLC (“Chardan”) has
committed to purchase up to an aggregate of $100 million of
Allurion common stock from time to time at the request of Allurion.
This facility will provide Allurion with the ability to raise
additional capital opportunistically in the future.
“Allurion has developed a unique technology and differentiated
portfolio of intellectual property,” said Christopher LiPuma,
Director at Fortress. “In particular, the Company’s strong IP
position in the weight loss space stands out as a key asset that we
believe will provide the foundation for future growth and potential
partnerships.”
Key Transaction Terms
Upon the closing of the proposed transaction, it is expected
that the Company will issue, and assume warrants and other equity
incentive arrangements representing or underlying, in the
aggregate, 37,812,000 shares of the Company to Allurion
equityholders, with the consideration payable to Allurion
equityholders based on an assumed $500 million pro forma enterprise
value of the combined Company. The proposed transaction also
includes a minimum cash condition of $70 million (net of certain
expenses) and is expected to provide a minimum of $87 million of
gross cash proceeds.
In connection with the proposed transaction, holders of Compute
Health Class A common stock will have the right to redeem their
Compute Health Class A shares. If holders of Compute Health Class A
common stock elect not to redeem their Compute Health Class A
shares in connection with the proposed transaction, such holders
will receive, at the closing of the proposed transaction, an
additional 0.420455 shares of the Company for each non-redeemed
share of Compute Health Class A common stock.
The proposed transaction has been approved by the boards of
directors of each of Compute Health and Allurion. The proposed
transaction will require the approval of the stockholders of each
of Compute Health and Allurion and is subject to other customary
closing conditions, including the receipt of certain regulatory
approvals and a registration statement on Form S-4 (the
“Registration Statement”) being declared effective by the
Securities and Exchange Commission (the “SEC”). The proposed
transaction is expected to close in the first half of 2023.
Advisors
Jefferies LLC (“Jefferies”) is acting as exclusive financial
advisor and exclusive capital markets advisor to Allurion and
Goodwin Procter LLP is acting as legal advisor to Allurion.
Kirkland & Ellis LLP is acting as legal advisor to Jefferies.
Credit Suisse Securities (USA) LLC (“Credit Suisse”) is acting as
exclusive financial advisor, exclusive capital markets advisor and
exclusive placement agent to Compute Health and Skadden, Arps,
Slate, Meagher & Flom LLP is acting as legal advisor to Compute
Health. Davis Polk & Wardwell LLP is acting as legal advisor to
Credit Suisse.
Transaction Documents
Documents pertaining to the proposed transaction will be filed
by Compute Health with the SEC in a Current Report on Form 8-K,
which will be accessible at www.sec.gov.
About Allurion
Allurion is dedicated to ending obesity. The Allurion Program is
a weight loss platform that combines the Allurion Gastric Balloon,
the world’s first and only swallowable, procedure-less gastric
balloon for weight loss, the Allurion Virtual Care Suite including
the Allurion Mobile App for consumers, Allurion Insights for health
care providers featuring the Iris AI Platform, and the Allurion
Connected Scale and Health Tracker devices. The Allurion Virtual
Care Suite is also available to providers separately from the
Allurion Program to help customize, monitor and manage weight loss
therapy for patients regardless of their treatment plan: gastric
balloon, surgical, medical or nutritional.
For more information about Allurion and the Allurion Virtual
Care Suite, please visit www.allurion.com.
Allurion is a trademark of Allurion Technologies, Inc. in the
United States and countries around the world.
About Compute Health
Compute Health (NYSE: CPUH) 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. Compute
Health is led by the management team of Omar Ishrak, Jean Nehmé and
Joshua Fink. Compute Health’s strategy is to focus on healthcare
businesses that are already leveraging or have the potential to
leverage computational power, with an emphasis on companies in the
medical device space, including imaging and robotics.
For more information about Compute Health please visit
www.compute-health.com.
Important Information About the Proposed Transaction and
Where to Find It
This press release relates to a proposed business combination
between Allurion, Compute Health and Allurion Technologies
Holdings, Inc., a wholly-owned subsidiary of Allurion which will be
the publicly-listed Company following the consummation of the
proposed transaction (“Pubco”). Pubco intends to file the
Registration Statement with the SEC, which will include a document
that serves as a proxy statement and prospectus of Compute Health
and Pubco and a full description of the terms of the proposed
transaction. The proxy statement/prospectus will be mailed to
Compute Health’s stockholders as of a record date to be established
for voting at the Compute Health stockholders’ meeting relating to
the proposed transaction. Compute Health and Pubco may also file
other documents regarding the proposed transaction with the SEC.
This press release does not contain all of the information that
should be considered concerning the proposed transaction and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. Compute
Health’s stockholders and other interested persons are advised to
read, when available, the Registration Statement and proxy
statement/prospectus and any amendments thereto and all other
relevant documents filed or that will be filed in connection with
the proposed transaction, as these materials will contain important
information about Allurion, Compute Health and the proposed
transaction. The Registration Statement and the proxy
statement/prospectus and other documents that are filed with the
SEC, once available, may be obtained without charge at the SEC’s
website at www.sec.gov, or by directing a written request to
Compute Health, 1100 N Market Street 4th Floor, Wilmington, DE
19890.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY
HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS
PRESS RELEASE PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED
TRANSACTION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL
OFFENSE.
Participants in the Solicitation
Compute Health, Allurion, Pubco, certain stockholders of Compute
Health, and certain of Compute Health’s, Allurion’s and Pubco’s
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from the stockholders
of Compute Health with respect to the proposed transaction. A list
of the names of such persons and information regarding their
interests in the proposed transaction will be contained in the
Registration Statement and proxy statement/prospectus, when
available. Stockholders, potential investors and other interested
persons should read the Registration Statement and proxy
statement/prospectus carefully when they become available and
before making any voting or investment decisions. Free copies of
these documents may be obtained from the sources indicated above,
when available.
Forward-looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the federal U.S. securities laws with respect
to Compute Health, Allurion and the proposed transaction between
them, the benefits of the proposed transaction, the amount of cash
the proposed transaction will provide the Company, the anticipated
timing of the proposed transaction, the services and markets of
Allurion, the expectations regarding future growth, results of
operations, performance, future capital and other expenditures,
competitive advantages, business prospects and opportunities,
future plans and intentions, results, level of activities,
performance, goals or achievements or other future events. These
forward-looking statements generally are identified by words such
as “anticipate,” “believe,” “expect,” “may,” “could,” “will,”
“potential,” “intend,” “estimate,” “should,” “plan,” “predict,” or
the negative or other variations of such statements. They reflect
the current beliefs and assumptions of Compute Health’s management
and Allurion’s management and are based on the information
currently available to Compute Health’s management and Allurion’s
management. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual results or
developments to differ materially from those expressed or implied
by such forward-looking statements, including but not limited to:
(i) the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect the price of
Compute Health’s securities; (ii) the risk that the proposed
transaction may not be completed by Compute Health’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by Compute
Health; (iii) the failure to satisfy the conditions to the
consummation of the proposed transaction, including, but not
limited to, the approval of the business combination agreement by
the stockholders of Compute Health and the stockholders of
Allurion, the satisfaction of the minimum cash amount and the
receipt of certain governmental and regulatory approvals; (iv)
changes to the proposed structure of the proposed transaction that
may be required, or considered appropriate, as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed transaction; (v) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the business combination agreement; (vi) the
ability to complete the PIPE investment, the senior secured term
loan, the ChEF and the RTW Investments synthetic royalty financing
in connection with the proposed transaction; (vii) the Company’s
ability to acquire sufficient sources of funding if and when
needed; (viii) the effect of the announcement or pendency of the
proposed transaction on Allurion’s business relationships,
operating results and business generally; (ix) risks that the
proposed transaction disrupts current plans and operations of
Allurion; (x) the ability of the Company to implement business
plans, forecasts and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities; (xi) significant risks, assumptions, estimates and
uncertainties related to the projected financial information with
respect to Allurion; (xii) the outcome of any legal proceedings
that may be instituted against Allurion, Pubco or Compute Health
following the announcement of the business combination agreement or
the proposed transaction; (xiii) the Company’s ability to
commercialize current and future products and services and create
sufficient demand among health care providers and patients; (xiv)
the Company’s ability to successfully complete current and future
preclinical studies and clinical trials of the Allurion Balloon and
any other future product candidates; (xv) the Company’s ability to
obtain market acceptance of the Allurion Balloon as safe and
effective; (xvi) the Company’s ability to cost-effectively sell
existing and future products through existing distribution
arrangements with distributors and/or successfully adopt a direct
sales force as part of a hybrid sales model that includes both
distributors and a direct sales effort; (xvii) the Company’s
ability to obtain regulatory approval or clearance in the U.S. and
certain non-U.S. jurisdictions for current and future products and
maintain previously obtained approvals and/or clearances in those
jurisdictions where Allurion’s products and services are currently
offered; (xviii) the Company’s ability to accurately forecast
customer demand and manufacture sufficient quantities of product
that patients and health care providers request; (xix) the
Company’s ability to successfully compete in the highly competitive
and rapidly changing regulated industries in which Allurion
operates, and effectively address changes in such industries,
including changes in competitors’ products and services and changes
in the laws and regulations that affect the Company; (xx) the
Company’s ability to successfully manage future growth and any
future international expansion of Allurion’s business and navigate
the risks associated with doing business internationally; (xxi) the
Company’s ability to obtain and maintain intellectual property
protection for its products and technologies and acquire or license
intellectual property from third parties; (xxii) the ability of the
Company to retain key executives; (xxiii) the ability to obtain and
maintain the listing of the Company’s securities on a national
securities exchange; (xxiv) the Company’s ability to properly train
physicians in the use of the Allurion Gastric Balloon and other
services it offers in its practices; (xxv) the risk of downturns in
the market and Allurion’s industry including, but not limited to,
as a result of the COVID-19 pandemic; (xxvi) fees, costs and
expenses related to the proposed transaction; (xxvii) the risk that
the collaboration agreement with Medtronic will not be signed and
that the parties will not achieve the expected benefits,
incremental revenue and opportunities from such arrangement;
(xxviii) the failure to realize anticipated benefits of the
proposed transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
redemptions by Compute Health’s public stockholders; and (xxix)
sanctions against Russia, reductions in consumer confidence,
heightened inflation, production disruptions in Europe, cyber
disruptions or attacks, higher natural gas costs, higher
manufacturing costs and higher supply chain costs. The foregoing
list of factors is not exclusive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of Compute Health’s Form S-1 (File
No. 333-252245) and Annual Report on Form 10-K for the year ended
December 31, 2021 and the proxy statement/prospectus, when
available, and other documents filed by Compute Health and Pubco
from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date on which they are made, and none of Allurion, Pubco
or Compute Health assume any obligation to update or revise any
forward-looking statements or other information contained herein,
whether as a result of new information, future events or otherwise.
You are cautioned not to put undue reliance on these
forward-looking statements. None of Compute Health, Allurion or
Pubco gives any assurance that Compute Health or Allurion, or the
Company, will achieve its expectations.
Non-solicitation
This press release and the information contained herein is not a
proxy statement/prospectus or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential business combination or any other matter and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Compute Health, Allurion, Pubco or the Company,
or a solicitation of any vote or approval, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230209005195/en/
Media Sean Leous Sean.Leous@westwicke.com
Investor Mike Cavanaugh Mike.Cavanaugh@westwicke.com
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