Clover Health Class A Common Stock to Begin Trading on Nasdaq as
“CLOV” on January 8, 2021
Clover Health Investments, Corp. (“Clover”), an innovative
technology company improving health outcomes for America's seniors,
and Social Capital Hedosophia Holdings Corp. III (NYSE: IPOC)
("SCH"), a publicly traded special purpose acquisition company,
today completed their previously announced business combination to
form one of the nation’s fastest growing publicly-traded Medicare
Advantage insurers. The newly formed company is named Clover Health
Investments, Corp. (“Clover Health” or the “Company”) and its
shares of Class A common stock and warrants will start trading on
The Nasdaq Global Select Market (“Nasdaq”) under the new ticker
symbols “CLOV” and “CLOVW,” respectively.
The business combination, which has an enterprise value of
approximately $3.7 billion, will provide significant capital for
the Company to scale and improve health outcomes for seniors across
the United States. SCH shareholders approved the transaction at an
extraordinary general meeting on January 6, 2021.
“Today marks an important milestone in Clover Health’s mission
to improve every life by enabling improved clinical decision making
and achieving affordability in healthcare in the U.S.,” said Vivek
Garipalli, CEO and Co-Founder of Clover Health. “As a public
company, we will continue to pioneer a fundamentally different
approach in the Medicare Advantage and Medicare space – investing
in technology and partnering closely with physicians to help them
make critical decisions for their patients at the point of care –
with an overarching commitment to creating value for all
stakeholders.”
Chamath Palihapitiya, CEO and Founder of SCH, said: "On behalf
of the SCH team, I am thrilled to announce the closing of this
transaction and bring Clover Health to the public markets. Vivek,
Andrew and their team have created a next-generation Medicare
Advantage company that combines wide access to healthcare with a
technology-enabled operating model. We are confident that Clover
Health will continue to empower physicians to deliver better care
and better outcomes for all its members and look forward to
partnering with them in this next stage of growth.”
Clover’s management team, led by CEO and Co-Founder Vivek
Garipalli and President and Co-Founder Andrew Toy, will continue to
lead the newly formed company. Chamath Palihapitiya, Founder and
CEO of SCH, will act as a senior advisor to the Company’s
management.
Trading is expected to begin on the Nasdaq on January 8, 2021,
under the new ticker symbol “CLOV” for Clover Health Class A common
stock and “CLOVW” for the Clover Health warrants.
Connaught acted as financial advisor, Credit Suisse acted as
placement agent and capital markets advisor and Skadden, Arps,
Slate, Meagher & Flom LLP acted as legal advisor to SCH.
Citigroup acted as financial advisor, placement agent and capital
markets advisor. J.P. Morgan acted as financial advisor and capital
markets advisor. Jefferies LLC also acted as financial advisor.
Blueshirt Capital Advisors acted as capital markets advisor and
Orrick, Herrington & Sutcliffe LLP acted as legal advisor to
Clover.
About Social Capital Hedosophia Holdings Corp. III
Social Capital Hedosophia Holdings Corp. III is a partnership
between the investment firms of Social Capital and Hedosophia.
Social Capital Hedosophia Holdings Corp. III unites technologists,
entrepreneurs and technology-oriented investors around a shared
vision of identifying and investing in innovative and agile
technology companies. To learn more about Social Capital Hedosophia
Holdings Corp. III, visit
www.socialcapitalhedosophiaholdings.com.
About Clover Health
Clover Health is a healthcare technology company with a deeply
rooted mission of improving every life. Clover uses its proprietary
technology platform to collect, structure, and analyze health and
behavioral data to improve medical outcomes and lower costs for
patients. As a company whose business goals fully align with its
members' health needs, Clover works with members and their doctors
to become a valued partner. This trust is built by proactively
identifying at-risk individuals and teaming up with physicians to
accelerate care coordination and simultaneously improve health
outcomes and reduce avoidable costs. Clover has offices in San
Francisco, Jersey City, Nashville and Hong Kong.
For more information, please visit www.cloverhealth.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the transaction between Clover and SCH, including statements
regarding Clover Health’s business strategy, plans and objectives
of management for future operations, including as they relate to
the anticipated effects of the business combination and the listing
of shares of Clover Health on Nasdaq. These forward-looking
statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result,"
and similar expressions. 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 future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the outcome of any legal proceedings that may be
instituted against SCH and Clover following the consummation of the
business combination, (ii) the effect of the transaction on Clover
Health’s business relationships, operating results, and business
generally, (iii) the risk that the transaction disrupts current
plans and operations of Clover Health, (iv) the ability to maintain
the listing of Clover Health’s securities on a national securities
exchange, (v) the risk of downturns and a changing regulatory
landscape in the highly competitive residential real estate
industry, (vi) costs related to the transaction, (vii) the failure
to realize anticipated benefits of the transaction or to realize
estimated pro forma results and underlying assumptions, and (viii)
the possibility that Clover Health may be adversely affected by
other economic, business, and/or competitive factors. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of the definitive proxy
statement/prospectus filed by SCH with the Securities and Exchange
Commission (the “SEC”) on December 14, 2020, and other documents
filed by SCH 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 they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Clover Health assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Clover
Health does not give any assurance that it will achieve its
expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20210107005762/en/
Clover Health: Media Andy Robinson / Andrew Still-Baxter
Clover Health press@cloverhealth.com +1.718.915.1519 /
+1.406.250.8397
Investors Whitney Kukulka The Blueshirt Group
investors@cloverhealth.com
Social Capital Hedosophia Holdings Corp. III: Media Sara
Evans / Kerry Golds Finsbury sara.evans@finsbury.com /
kerry.golds@finsbury.com +1.917.344.9279 / +1.646.957.2279
Jonathan Gasthalter / Carissa Felger Gasthalter & Co.
SCH@gasthalter.com
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