Warrant Holders Approve Warrant Agreement
Amendment
Compute Health Acquisition Corp. (“Compute Health”) (NYSE: CPUH,
CPUH WS, CPUH.U) today announced that at a special meeting of
Compute Health’s warrant holders held today (the "Warrant Holder
Meeting"), the previously announced proposal to amend the warrant
agreement that governs the outstanding warrants of Compute Health
(the “Warrant Amendment”) was approved by its warrant holders.
Approximately 89% of the votes cast at the Warrant Holder Meeting,
including votes cast by holders of approximately 55% of Compute
Health’s outstanding public warrants, voted to approve the Warrant
Amendment.
The Warrant Holder Meeting was held, and the Warrant Amendment
was adopted, in connection with the anticipated consummation of the
business combination between Allurion Technologies, Inc.
(“Allurion”) and Compute Health (the “Business Combination”). As
previously announced, Compute Health has scheduled a special
meeting of its stockholders for July 28, 2023 (the “Special
Meeting”) to approve the Business Combination. If the relevant
proposals at the Special Meeting are approved, the parties
anticipate that the Business Combination will close shortly
thereafter, subject to the satisfaction of all other closing
conditions.
Following the closing of the Business Combination, Allurion
Technologies Holdings, Inc., a wholly-owned subsidiary of Allurion
and the surviving corporation following the consummation of the
Business Combination (“Pubco”), is expected to be listed on the New
York Stock Exchange under the name “Allurion Technologies, Inc.,”
with its common stock and public warrants trading under the new
ticker symbols “ALUR” and “ALUR WS,” respectively.
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 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 the Business Combination among
Allurion, Compute Health and Pubco. Pubco has filed the
Registration Statement with the Securities and Exchange Commission
(the "SEC"), which includes a document that serves as a proxy
statement and prospectus of Compute Health and Pubco (the “proxy
statement/prospectus”) and a full description of the terms of the
Business Combination. The Registration Statement has been declared
effective by the SEC and the proxy statement/prospectus has been
mailed to Compute Health’s stockholders and warrant holders of
record as of the close of business on July 3, 2023, the record date
established for voting at the Compute Health Special Meeting and
Warrant Holder Meeting relating to the Business Combination.
Compute Health and Pubco may also file other documents regarding
the Business Combination with the SEC. This press release does not
contain all of the information that should be considered concerning
the Business Combination and is not intended to form the basis of
any investment decision or any other decision in respect of the
Business Combination. Compute Health’s stockholders, warrant
holders and other interested persons are advised to read the
Registration Statement and proxy statement/prospectus and any
amendments or supplements thereto, and all other relevant documents
filed or that will be filed in connection with the Business
Combination, as these materials contain (or will contain) important
information about Allurion, Compute Health, Pubco and the Business
Combination. The Registration Statement and the proxy
statement/prospectus and other documents that are filed with the
SEC 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 OR PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS
COMBINATION 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
and warrantholders of Compute Health with respect to the Business
Combination. A list of the names of such persons and information
regarding their interests in the Business Combination is contained
in the Registration Statement and proxy statement/prospectus.
Stockholders, warrantholders, potential investors and other
interested persons should read the Registration Statement and proxy
statement/prospectus carefully before making any voting or
investment decisions. Free copies of these documents may be
obtained from the sources indicated above.
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, Pubco and the Business Combination
among them, the benefits of the Business Combination, the amount of
cash the Business Combination will provide Pubco, the anticipated
timing of the Business Combination, 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 Business Combination 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 Business
Combination 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 Business Combination, 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 Business Combination that
may be required, or considered appropriate, as a result of
applicable laws or regulations; (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 contemplated PIPE investment, the senior secured
term loan, the committed equity facility and the RTW Investments
synthetic royalty financing in connection with the Business
Combination; (vii) Pubco’s ability to acquire sufficient sources of
funding if and when needed; (viii) the effect of the announcement
or pendency of the Business Combination on Allurion’s business
relationships, operating results and business generally; (ix) risks
that the Business Combination disrupts current plans and operations
of Allurion; (x) the ability of Pubco to implement business plans,
forecasts and other expectations after the completion of the
Business Combination, 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 Business Combination; (xiii) Allurion’s ability to
commercialize current and future products and services and create
sufficient demand among health care providers and patients; (xiv)
Allurion’s ability to successfully complete current and future
preclinical studies and clinical trials of the Allurion Balloon and
any other future product candidates; (xv) Allurion’s ability to
obtain market acceptance of the Allurion Balloon as safe and
effective; (xvi) Allurion’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) Allurion’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) Allurion’s ability to accurately forecast customer
demand and manufacture sufficient quantities of product that
patients and health care providers request; (xix) Allurion’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 Allurion; (xx) Allurion’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) Allurion’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 Pubco to retain
key executives; (xxiii) the ability to obtain and maintain the
listing of Pubco’s securities on a national securities exchange;
(xxiv) Allurion’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 Business
Combination; (xxvii) the risk that the parties to the Medtronic
collaboration agreement will not achieve the expected benefits,
incremental revenue and opportunities from such arrangement;
(xxviii) the failure to realize anticipated benefits of the
Business Combination 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 Annual Report on
Form 10-K for the year ended December 31, 2022 and the proxy
statement/prospectus contained in the Registration Statement on
Form S-4 (333-271862) filed with the SEC, 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 Pubco, 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, or Pubco, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230726306391/en/
Media: Erik Milster SeriesM PR 508.740.6125
emilster@seriesmpr.com
Investor Mike Cavanaugh, Investor Relations ICR Westwicke
(617) 877-9641 mike.cavanaugh@westwicke.com
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