Stockholders of Record as of July 3, 2023 are
Eligible to Vote at Special Meeting on July 28, 2023
Allurion Technologies, Inc. (“Allurion”), a company dedicated to
ending obesity, and Compute Health Acquisition Corp. (“Compute
Health”) (NYSE: CPUH) , remind Compute Health’s stockholders to
vote in favor of their previously announced proposed business
combination (the “Business Combination”) at a Special Meeting (the
“Special Meeting”) for stockholders of record as of July 3, 2023.
All Compute Health stockholders, regardless of number of shares
held, are encouraged to vote “FOR” the Business Combination and
related proposals described in the definitive proxy statement and
prospectus previously filed by the parties with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with the Special
Meeting.
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. In addition, Compute Health previously
announced a meeting date of July 25, 2023 for warrant holders of
Compute Health to approve certain amendments to the warrant
agreement that governs Compute Health’s outstanding warrants (the
“Warrant Holder Meeting”).
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.
The Special Meeting will be held at 9:00 a.m. Eastern Time, on
July 28, 2023 via live webcast at
https://www.cstproxy.com/computehealth/2023. Each participant will
need the meeting control number that is printed on their respective
proxy card in order to enter the Special Meeting. Additionally,
participants have the option to attend the meeting telephonically
by dialing 1 (800) 450-7155 (within the U.S. and Canada) and
+1(857) 999-9155 (outside the U.S. and Canada), conference ID:
4267501#. Please note that you cannot vote or ask questions
telephonically.
Your vote FOR all proposals to be presented at the Special
Meeting and Warrant Holder Meeting is important, no matter how many
or how few Compute Health shares or warrants you own. If you have
any questions or need assistance voting, please contact Morrow
Sodali, Compute Health’s proxy solicitor, by calling (800)
662-5200, or banks and brokers can call collect at (203)
658-9400.
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 the Business Combination among
Allurion, Compute Health and Pubco. Pubco has filed a Registration
Statement on Form S-4 with 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 warrantholders 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, warrantholders 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
(333-271862), 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/20230724807363/en/
Media Contact Erik Milster SeriesM PR 508.740.6125
emilster@seriesmpr.com
Investor Contact Mike Cavanaugh, Investor Relations ICR
Westwicke (617) 877-9641 mike.cavanaugh@westwicke.com
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