- Transforming the way heart disease is diagnosed and treated,
HeartFlow’s artificial intelligence-enabled software platform
brings precision heart care to cardiology.
- The HeartFlow Analysis is the first and only non-invasive tool
to assist with the diagnosis, management and treatment of patients
with heart disease, the most common type of cardiovascular disease
which accounts for one in three deaths and $1 out of every $6 of
U.S. healthcare spend1.
- HeartFlow has demonstrated higher diagnostic accuracy compared
to other non-invasive tests2 with an 83% reduction in unnecessary
invasive angiograms, resulting in a significant reduction in the
total cost of care3.
- Merging with Longview Acquisition Corp. II (an affiliate of
Glenview Capital Management) enables HeartFlow to accelerate
adoption and supports the Company’s mission to transform the heart
disease care continuum.
- The transaction is also supported by existing institutional
shareholders including Baillie Gifford, Blue Venture Fund,
HealthCor Partners, and Wellington Management.
- The combined pro forma enterprise value is approximately $2.4
billion, with an estimated $400 million in cash after closing.
- A webcast to discuss the highlights of the proposed transaction
is available at www.heartflow.com/investors.
HeartFlow Holding, Inc. (“HeartFlow”, or the “Company”), the
leader in revolutionizing precision heart care, and Longview
Acquisition Corp. II (NYSE: LGV) (“Longview”), a special purpose
acquisition company sponsored by affiliates of Glenview Capital
Management, LLC (“Glenview”), announced today that they have
entered into a definitive business combination agreement that will
support HeartFlow’s vision of revolutionizing precision heart care.
Upon completion of the proposed transaction, the combined company
will operate as HeartFlow Group, Inc. and is expected to be listed
on the New York Stock Exchange (“NYSE”) under the symbol “HFLO.”
The transaction will also provide the combined company with an
estimated $400 million in cash for growth capital, product
development and general corporate purposes.
Company Overview
Founded eleven years ago, HeartFlow is revolutionizing precision
heart care with non-invasive, personalized cardiac tests and
associated enterprise software suite solutions to address heart
disease, the leading cause of death in the world. HeartFlow’s core
product, the HeartFlow FFRCT Analysis, is a non-invasive cardiac
test for stable symptomatic patients with coronary artery disease
(CAD), the most common type of cardiovascular disease. With the
HeartFlow FFRCT Analysis, the Company currently targets a $10
billion total addressable market opportunity that it plans to
expand to over $50 billion through the introduction of new
products, new customer site additions and increased utilization of
HeartFlow in existing healthcare systems over the coming years.
Starting with a standard coronary computed tomography angiogram
(CTA), the HeartFlow Analysis creates a digital, personalized
three-dimensional model of the heart and provides CTA-derived
Fractional Flow Reserve (FFRCT) values along the coronary arteries.
This information helps physicians understand the degree to which a
coronary blockage is impeding blood flow to the heart and determine
the best treatment for each patient.
HeartFlow’s technology and business model democratize access to
best-in-class diagnostic precision and therapy optimization for all
patients. CAD diagnosis and management are rife with disparities in
access and care across socially vulnerable populations, who often
receive less care, and less than optimal care. The HeartFlow
Analysis provides objective quantitative results, minimizes the
need for patient visits, and enables access in diverse settings of
care from primary care clinics to physician offices to hospitals.
As such, HeartFlow delivers the same high-quality solution to all
patients regardless of gender, race, ethnicity, geographic
location, and socioeconomic status.
The HeartFlow Analysis is based on more than 25 years of
scientific research and clinical data on the patient-specific
modeling of blood flow in arteries. The Company has performed the
HeartFlow Analysis on more than 100,000 patients through clinical
development and commercialization.
The HeartFlow Analysis has regulatory clearance and is
commercially available today in the U.S., the EU, the U.K. and
Japan. The Company's commercial footprint includes over 470
customer sites globally, with 300 of those in the U.S., including
80% of the top 50 heart hospitals in the U.S., as listed by U.S.
News and World Report. There are currently more than 425
publications specific to the HeartFlow Analysis in peer-reviewed
medical journals studying over 10,000 patients with up to five
years of follow up data. The data clearly demonstrate a higher
diagnostic accuracy compared to other non-invasive tests2, an 83%
reduction in unnecessary invasive angiograms, and with that a
significant reduction in the total cost of care3.
HeartFlow is led by an experienced management team with
significant cardiology, medical technology, and software expertise.
The current Board of Directors is comprised of a combination of
highly regarded investors and experienced operating executives
including Chairman William Weldon, former Chairman and CEO of
Johnson and Johnson, and Lonnie Smith, former Chairman and CEO of
Intuitive Surgical. John Rodin, CEO of Longview, will join
HeartFlow’s Board of Directors upon completion of the merger.
Management Comments
“We believe that our non-invasive, artificial
intelligence-enabled, cloud-based enterprise software
solution can transform cardiovascular care with risk assessment,
diagnosis planning and treatment management,” said John H. Stevens,
MD, President, CEO and Co-Founder of HeartFlow. “Importantly, we
have brought together a talented group of individuals with deep
expertise in technology, cardiovascular medicine, and the business
of healthcare and a deep commitment to patients to deliver on this
vision. I’m incredibly proud of the HeartFlow team in reaching this
important milestone.”
“We are thrilled to co-invest with the associates, leadership
and shareholders of HeartFlow to promote rapid adoption of their
life-saving, revolutionary approach to cardiac evaluation,” said
Larry Robbins, Chairman of Longview and CEO of Glenview. “For us,
HeartFlow’s compelling investment attributes leapt off the page:
addressing a massive unmet medical need with proprietary,
innovative technology through a highly attractive business model
that experts widely cite as delivering superior patient outcomes at
lower systemic costs.”
“The HeartFlow team is dedicated to providing heart disease
patients the best possible care and democratizing access to this
incredible technology,” said William C. Weldon, Chairman of the
Board of Directors of HeartFlow. “This partnership with Longview
and the Company’s existing investors will propel HeartFlow to
further assist physicians in diagnosing, managing, and delivering
precision care to patients with CAD.”
Investor Comments
“HeartFlow’s commitment to making cardiovascular care easier for
doctors and safer for patients while lowering costs is the reason
why we have the utmost confidence in their business model and
management team,” said Dr. Tom Hawes, Managing Director of The Blue
Venture Fund*. “We have supported HeartFlow since 2011 and we are
looking forward to building on our partnership in the future as the
company heads towards the public market.”
“We were impressed with the advantages the HeartFlow Analysis
offered over existing solutions for evaluating CAD,” said Robert
Natzler of Baillie Gifford. “We are extremely excited about its
ability to simultaneously improve patient outcomes and physician
experience whilst taking cost out of the system – a rare example of
a win-win-win in healthcare.”
“Our team is proud to support HeartFlow and the outstanding
management team,” said Jeffrey C. Lightcap, Senior Managing
Director, Founder, HealthCor Partners. “We remain confident that
HeartFlow's non-invasive and accurate alternative method of
calculating FFR, the gold standard for assessing coronary stenoses,
has the potential to meaningfully change the heart disease
treatment paradigm."
Summary of the Proposed Transaction
The proposed transaction values HeartFlow at an initial pro
forma enterprise value of approximately $2.4 billion and a fully
distributed equity value of approximately $2.8 billion at signing.
The transaction is expected to deliver up to $599 million of gross
proceeds to HeartFlow (all coming from the $690 million cash in
trust held by Longview) to accelerate growth as well as repurchase
up to $110 million of equity from long-time shareholders and
employees, representing approximately 5% pro forma shares
outstanding. Any excess cash in trust will be distributed by
Longview to its shareholders through a special dividend of up to
$91 million immediately prior to closing. Pro forma for the
business combination, legacy shareholders of HeartFlow and its
employees will own approximately 73.0% of the public company.
The proposed transaction has been unanimously approved by each
of Longview’s and HeartFlow’s Board of Directors. The proposed
transaction is subject to the approval of Longview’s stockholders
and the satisfaction or waiver of other customary conditions,
including a registration statement being declared effective by the
U.S. Securities and Exchange Commission (the “SEC”), and is
expected to close in the fourth quarter of 2021.
Additional information about the proposed transaction, including
a copy of the merger agreement and an investor presentation, will
be provided in Current Reports on Form 8-K to be filed by Longview
with the SEC, which will be available at www.sec.gov.
Advisors
J.P. Morgan Securities LLC and Cowen and Company, LLC are acting
as financial advisors to HeartFlow. Cowen is acting as capital
markets advisor to HeartFlow. King & Spalding LLP is acting as
legal advisor to HeartFlow. UBS Investment Bank is acting as sole
financial and capital markets advisor to Longview. UBS and Cowen
underwrote the IPO of Longview in March 2021. Ropes & Gray LLP
is acting as legal advisor to Longview.
Webcast Details
A webcast discussing transaction highlights and associated
presentation materials is available on Deal Roadshow:
Deal Roadshow Investor Login Details
URL: https://dealroadshow.com
Entry Code: heartflow
Direct Link: https://dealroadshow.com/e/heartflow
About HeartFlow
HeartFlow is the leader in revolutionizing precision heart care,
uniquely combining human ingenuity with advanced technology.
HeartFlow’s non-invasive HeartFlow FFRCT Analysis leverages
artificial intelligence to create a personalized three-dimensional
model of the heart. By using this model, clinicians can better
evaluate the impact a blockage has on blood flow and determine the
best treatment for patients. HeartFlow’s technology is reflective
of our Silicon Valley roots and incorporates over two decades of
scientific evidence with the latest advances in artificial
intelligence. For more information, visit www.heartflow.com.
About Longview Acquisition Corp. II
Longview was formed to partner with high-quality, growing
companies to facilitate their successful entry to the public
markets. Longview is sponsored by an affiliate of Glenview Capital
Management, a registered investment adviser with a track record of
creating value through constructive partnerships with companies
operating in the public markets.
Additional Information and Where to Find It
In connection with the proposed business combination, Longview
intends to file a Registration Statement on Form S-4, including a
preliminary proxy statement/prospectus and a definitive proxy
statement/prospectus with the SEC. Longview’s stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement/prospectus as well as other
documents filed with the SEC in connection with the proposed
business combination, as these materials will contain important
information about HeartFlow, Longview, and the proposed business
combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to stockholders of Longview as
of a record date to be established for voting on the proposed
business combination. Stockholders will also be able to obtain
copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to:
info@longviewacquisition.com.
Participants in Solicitation
Longview and its directors and executive officers may be deemed
participants in the solicitation of proxies from Longview’s
stockholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Longview will be included in the
proxy statement/prospectus for the proposed business combination
and be available at www.sec.gov. Additional information regarding
the interests of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available.
HeartFlow and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Longview in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Longview’s and
HeartFlow’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Longview’s and HeartFlow’s expectations with respect to
future performance and anticipated financial impacts of the
proposed business combination, the satisfaction of the closing
conditions to the proposed business combination and the timing of
the completion of the proposed business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside Longview’s and HeartFlow’s control and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the ability of Longview and HeartFlow prior to
the proposed business combination, and New HeartFlow following the
proposed business combination, to meet the closing conditions in
the business combination agreement, including due to failure to
obtain approval of the stockholders of Longview and HeartFlow or
certain regulatory approvals, or failure to satisfy other
conditions to closing in the business combination agreement; (2)
the occurrence of any event, change or other circumstances,
including the outcome of any legal proceedings that may be
instituted against Longview and HeartFlow following the
announcement of the business combination agreement and the
transactions contemplated therein, that could give rise to the
termination of the business combination agreement or could
otherwise cause the transactions contemplated therein to fail to
close; (3) the inability to obtain or maintain the listing of the
combined company’s Class A common stock on the New York Stock
Exchange, as applicable, following the proposed business
combination; (4) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(5) the inability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition and the ability of the combined company
to grow and manage growth profitably and retain its key employees;
(6) costs related to the proposed business combination; (7) changes
in applicable laws or regulations; (8) the inability of the
combined company to raise financing in the future; (8) the success,
cost and timing of HeartFlow's and the combined company’s product
development activities; (9) the inability of HeartFlow or the
combined company to obtain and maintain regulatory approval for
their products, and any related restrictions and limitations of any
approved product; (10) the inability of HeartFlow or the combined
company to identify, in-license or acquire additional technology;
(11) the inability of HeartFlow or the combined company to maintain
HeartFlow’s existing license, manufacturing, supply and
distribution agreements; (12) the inability of HeartFlow or the
combined company to compete with other companies currently
marketing or engaged in the development of treatments for the
indications that HeartFlow is currently pursuing for its product
candidates; (13) the size and growth potential of the markets for
HeartFlow’s and the combined company’s products and services, and
each of their ability to serve those markets, either alone or in
partnership with others; (14) the pricing of HeartFlow’s and the
combined company’s products and services and reimbursement for
medical procedures conducted using HeartFlow’s and the combined
company’s products and services; (15) HeartFlow’s and the combined
company’s estimates regarding expenses, future revenue, capital
requirements and needs for additional financing; (16) HeartFlow’s
and the combined company’s financial performance; and (17) the
impact of COVID-19 on HeartFlow’s business and/or the ability of
the parties to complete the proposed business combination; and (18)
other risks and uncertainties indicated from time to time in the
proxy statement/prospectus relating to the proposed business
combination, including those under “Risk Factors” in the
Registration Statement, and in Longview’s other filings with the
SEC.
Longview cautions that the foregoing list of factors is not
exclusive. Longview cautions investors not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Longview does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act.
References
- CDC Division for Heart Disease and Stroke Prevention, 2019;
American Heart Association, 2017; Yelin et. al.
- Driessen, et al. J Am Coll Cardiol 2019. Nørgaard, et al. J Am
Cardiol 2014.
- Douglas, et al. J Am Coll Cardiol 2016.
- Karády, et al. JAMA Network Open 2020; Wall, et al. Int J
Cardiovasc Imaging 2011; Rahsepar, et al. Curr Cardiovasc Imaging
Rep. 2015.
*The Blue Venture Fund is a corporate venture fund program to
which thirty-five BCBS entities have committed over $890 million
across four Funds. The Funds invest in promising emerging companies
of strategic relevance to Blue Cross and/or Blue Shield Plans and
provide access to its portfolio to deploy innovation at scale. The
Blue Venture Fund is sponsored by the Blue Cross and Blue Shield
Association, an association of independent Blue Cross and Blue
Shield companies.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210715005585/en/
For Investors: Leigh Salvo or Jack Droogan Gilmartin Group
investors@heartflow.com
Longview Acquisition Corp. John Rodin
info@longviewacquisition.com
For Media: Jennie Kim HeartFlow jekim@heartflow.com
Ariane Lovell Finn Partners fpheartflow@finnpartners.com
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