Compute Health Acquisition Corp. Stockholders Approve Business Combination with Allurion
July 28 2023 - 4:05PM
Business Wire
Allurion Technologies, Inc. (“Allurion”), a company dedicated to
ending obesity, and Compute Health Acquisition Corp. (“Compute
Health”) (NYSE: CPUH) today announced that Compute Health’s
stockholders have approved all proposals related to the previously
announced business combination (the “Business Combination”) between
Compute Health and Allurion at a special meeting of Compute
Health’s stockholders held on July 28, 2023. Approximately 99.8% of
the votes cast on the Business Combination proposals by holders of
Compute Health’s common stock, representing approximately 87.7% of
Compute Health’s outstanding common stock, voted to approve the
Business Combination, including approximately 58.2% of the
outstanding shares of Compute Health’s Class A common stock (voting
separately as a single class). The closing of the Business
Combination is anticipated to occur on or about August 1, 2023,
subject to the satisfaction of customary closing conditions.
Following the closing, the combined company will operate as
Allurion Technologies, Inc. and will be listed on the New York
Stock Exchange, 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 (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.
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, Allurion Technologies Holdings, Inc.,
a wholly-owned subsidiary of Allurion and the surviving corporation
following the consummation of the Business Combination (“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 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; 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
Pubco’s Registration Statement on Form S-4 (333-271862) filed with
the U.S. Securities and Exchange Commission (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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230728125843/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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