- Excelera is a leading AI technology platform that equips
physicians with precision medicine insights and financial resources
to excel in Medicare's value-based delivery programs.
- Excelera’s science-driven Human Insights™ care management
tools delivered medical cost savings of over 14% compared to the
Medicare benchmark for the 2020 plan year, ranking 8th in the
nation among all 513 MSSP Accountable Care Organizations as
reported by CMS.
- On January 1, 2022, Excelera launched a Medicare Direct
Contracting Entity (DCE) which manages care for over twenty-two
thousand seniors1. CMS projects Excelera’s medical cost
ratio for its initial quarter was 94%.
- The transaction values Excelera at $459 million (approximately
1.3x annualized Q1 22 revenue of $352 million) and is expected to
provide up to $282 million in net cash proceeds to accelerate
expansion of the Excelera network into current and new
geographies.
- Certain existing shareholders have fully subscribed to a $100
million PIPE at $11 per share, and a forward purchase agreement to
acquire an additional $20 million of FHLT shares on the open market
prior to closing.
- The statements contained in this document are solely those of
the authors and do not necessarily reflect the views or policies of
CMS. The authors assume responsibility for the accuracy and
completeness of the information contained in this document.
Excelera DCE ("Excelera" or the "Company"), a leading
Accountable Care Organization and AI Platform, and Future Health
ESG Corp. ("Future Health") (NASDAQ: FHLT), a special purpose
acquisition company, announced today they have entered into a
definitive business combination agreement that will support the
expansion of Excelera's science-driven approach to managing care
for seniors. Upon completion of the transaction, the combined
company is expected to operate as Excelera Health, Inc., and is
expected to be listed on the Nasdaq under the new ticker symbol
"XLRA".
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Launched on January 1, 2022, Excelera optimizes delivery of
value-based care for more than 22,000 seniors through its network
of participating physicians in California and Hawaii. The Company
operates under Medicare’s novel Global & Professional Direct
Contracting program (to be renamed ACO REACH effective in 2023).
Excelera is one of only 99 ACOs participating in the direct
contracting program for plan year 2022. All of the transaction
proceeds (at least $105 million, and up to $282 million assuming no
public shareholders of Future Health exercise their redemption
rights) will be available to fund growth of the platform into
additional geographies.
Excelera's existing management team will continue to lead the
Company following the transaction. The Company’s Board of Directors
will include Future Health directors Travis Morgan, Co-Founder and
CFO, and Nancy L. Snyderman, MD, a trained pediatrician, head and
neck surgeon, and former Chief Medical Editor for NBC News.
Management Comments
"After more than 20 years practicing as a cardiologist, I
founded Excelera to deliver a new paradigm of senior care, informed
by the latest medical and data science. Rather than rationing
access to care or avoiding high risk patients, our model actually
embraces the opportunity to improve outcomes for the sickest and
most vulnerable seniors, " said Excelera Founder Dr. Sanjay Patil.
"By proactively incorporating genomics and predictive machine
learning algorithms into care delivery, for example, our Human
Insights™ healthcare platform has been proven to deliver better
quality and outcomes at a lower cost – reducing medical expense by
over 14% compared to the Medicare benchmark during the 2020 plan
year."
Bradley Bostic, Co-founder and CEO of Future Health added, "Our
mission with Future Health was to identify and bring to the public
markets a disruptive company that leverages modern technology and
data-science to improve outcomes, reduce waste, and better
personalize care. It is difficult to imagine a company better
aligned with this mission than Excelera. What they’ve established
is a truly novel and impactful approach to value-based care, and we
are excited to partner with the talented Excelera team to create
exceptional shareholder value while improving lives with smarter
and more proactive healthcare.”
Transaction Overview
The transaction values the combined company at an initial
enterprise value of approximately $459 million, a multiple of 1.3x
annualized Q1 22 revenues of $352 million. Forty million shares
will be issued to the seller at closing, and an earn-out of 20
million additional shares will be payable when the Company achieves
$150 million in revenue for any calendar quarter prior to the fifth
anniversary of the closing. Excelera’s parent will roll over 100%
of its equity stake into the new company.
After transaction expenses, the proposed business combination is
expected to deliver at least $105 million, and up to $282 million
of net proceeds, including the contribution of up to $201 million
of cash held in Future Health's trust account and a $100 million
fully subscribed private placement (PIPE) of common stock of the
combined company, priced at $11.00 per share. PIPE investors have
also entered into a forward purchase agreement to acquire an
additional $20 million of FHLT shares on the open market prior to
closing of the transaction.
Including the earn-out and assuming no public shareholders of
Future Health exercise their redemption rights, Excelera’s
shareholders will own approximately 64%, Future Health shareholders
will own approximately 21%, PIPE investors will own approximately
10%, and Future Health's sponsors will own approximately 5% of the
issued and outstanding shares of common stock of the combined
company.
All common shares held by Excelera’s parent, PIPE investors, and
the Sponsor are subject to a Lock-up Agreement until the earlier of
one year after the Closing, or with respect to 1/3 of the Lock-up
Shares in each instance, the dates subsequent to the Closing on
which the price of the Company’s common stock equals or exceeds a
target price of $12.00, $13.00 and $14.00 per share. The Lock-up
Agreement further provides that no more than 1/3 of originally
issued lockup shares may be transferred within any continuous
90-day period.
The transaction has been unanimously approved by the boards of
Excelera and Future Health, and is subject to approval by Future
Health's shareholders and other customary closing conditions. The
transaction is expected to close during the second half of 2022. A
more detailed description of the transaction terms and a copy of
the business combination agreement will be included in a current
report on Form 8-K to be filed by Future Health with the United
States Securities and Exchange Commission (the "SEC").
Advisors
Cantor Fitzgerald & Co., BTIG, LLC, and Roth Capital
Partners, LLC are acting as capital markets advisors to Future
Health. Buchanan Ingersoll & Rooney PC is serving as legal
counsel to Excelera, and McDermott Will & Emery LLP is serving
as legal counsel to Future Health.
Management Presentation
A management presentation will be made available online and
filed with the SEC (viewable at www.sec.gov) after Future Health
has filed a proxy statement in connection with the transaction.
About Excelera
Excelera is a technology-enabled care delivery platform that
equips physicians with precision medicine insights and financial
resources to succeed in Medicare's value-based delivery programs.
We earn profits by effectively managing cost in the value chain so
that doctors can deliver better care while realizing substantial
improvements in their bottom line. Like Airbnb and Uber for
independent homeowners and drivers, Excelera offers a platform that
allows physicians to remain independent, but operate with the
sophistication of a nationally networked health maintenance
organization (HMO). We provide the contracting vehicles,
technology, and other necessary services to make our doctors
clinically and financially successful. Our novel Human Insights™
platform combines proprietary machine learning algorithms with
genomics and other data to proactively focus on prevention and
management of chronic disease. By using Human Insights™ to deliver
a 14.1% reduction in cost of care vs the Medicare benchmark,
Excelera MSSP ACO (a predecessor plan to Excelera DCE) ranked #8 in
care efficiency among all 513 participating MSSP ACOs in 2020. Our
Global & Professional Direct Contracting plan went live January
1, 2022 with over twenty-two thousand covered Medicare lives in
California and Hawaii.
About Future Health ESG Corp.
Future Health ESG Corp. is a blank check company organized to
pursue a business combination with a scale-up stage healthcare
company that leverages modern technology and data science to
improve outcomes, reduce waste, and better personalize care. Future
Health ESG Corp. is led by Bradley Bostic and Travis Morgan, who
each have hands-on experience operating and investing in precision
healthcare technology companies across the corporate life cycle.
Future Health is an emerging growth company as defined in the
Jumpstart Our Business Startups Act of 2012.
Additional Information
In connection with the proposed business combination, Future
Health intends to file with the SEC a preliminary proxy statement.
Future Health will mail a definitive proxy statement and other
relevant documents relating to the proposed business combination to
its shareholders. This press release is not a substitute for the
definitive proxy statement or any other document that Future Health
will send to its shareholders in connection with the proposed
business combination. Investors and security holders of Future
Health are advised to read, when available, the proxy statement in
connection with Future Health's solicitation of proxies for its
extraordinary general meeting of shareholders to be held to approve
the proposed business combination (and related matters) because the
proxy statement will contain important information about the
proposed business combination and the parties to the proposed
business combination. The definitive proxy statement will be mailed
to shareholders of Future Health as of a record date to be
established for voting on the proposed business combination.
Shareholders will also be able to obtain copies of the proxy
statement without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to: 8 The Green, Suite
12081, Dover, DE 19901.
Participants in the Solicitation
Future Health, the Company and their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed participants in the solicitation of
proxies of Future Health's shareholders in connection with the
proposed business combination. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed business combination of Future Health's directors
and officers in Future Health's filings with the SEC, including
Future Health's initial public offering prospectus, which was filed
with the SEC on September 9, 2021, Future Health's subsequent
quarterly reports on Form 10-Q and annual report on Form 10-K, and
the proxy statement of Future Health for the proposed business
combination, and such information and names of the Company's
managers and executive officers will also be in the proxy statement
to be filed with the SEC by Future Health.
No Offer of 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 proposed 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.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook" and
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding future events, the proposed business
combination between Future Health and the Company, the estimated or
anticipated future results and benefits of the combined company
following the proposed business combination, including the
likelihood and ability of the parties to successfully consummate
the proposed business combination, future opportunities for the
combined company, and other statements that are not historical
facts. These statements are based on the current expectations of
Future Health's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Future Health
and the Company, are difficult or impossible to predict, and will
differ from assumptions. These statements are subject to a number
of risks and uncertainties regarding Future Health's business and
the proposed business combination, and actual results may differ
materially. These risks and uncertainties include, but are not
limited to, general economic, political and business conditions;
the inability of the parties to consummate the proposed business
combination or the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Business combination agreement; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the proposed business combination; the receipt
of an unsolicited offer from another party for an alternative
business transaction that could interfere with the proposed
business combination; the risk that the approval of the
shareholders of Future Health for the potential transaction is not
obtained; failure to realize the anticipated benefits of the
proposed business combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating
the businesses of Future Health and the Company; 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; the ability of the combined company to grow
and manage growth profitably and retain its key employees; the
amount of redemption requests made by Future Health's shareholders;
the inability to obtain or maintain the listing of the
post-acquisition company's securities on Nasdaq following the
proposed business combination; costs related to the proposed
business combination; and those factors discussed in Future
Health's final prospectus relating to its initial public offering,
dated September 9, 2021, and other filings with the SEC. There may
be additional risks that Future Health presently does not recognize
or that Future Health currently believes are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
provide Future Health's expectations, plans or forecasts of future
events and views as of the date of this communication. Future
Health anticipates that subsequent events and developments will
cause Future Health's assessments to change. However, while Future
Health may elect to update these forward-looking statements at some
point in the future, Future Health specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing Future Health's assessments as of any
date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
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