Social Capital Hedosophia III Shareholders Approve Business Combination with Clover Health
January 06 2021 - 2:00PM
Business Wire
Social Capital Hedosophia Holdings Corp. III (NYSE: IPOC) (“SCH”
and, after the Domestication and business combination as described
below, “Clover Health”), a publicly traded special purpose
acquisition company, announced today that in an extraordinary
general meeting on January 6, 2021, its shareholders voted to
approve its proposed business combination (the “business
combination”) with Clover Health Investments, Corp. (“Clover”).
Approximately 99.5% of the votes cast at the meeting, representing
approximately 65.0% of SCH’s outstanding shares, voted to approve
the business combination.
The business combination is expected to close on January 7,
2021, subject to the satisfaction of customary closing conditions.
Prior to the consummation of the business combination, SCH will
domesticate as a Delaware corporation (the “Domestication”), and in
connection with the business combination, will change its name to
“Clover Health Investments, Corp.” Trading is expected to begin on
The Nasdaq Global Select Market on January 8, 2021, under the new
ticker symbol “CLOV” for Clover Health Class A common stock and
“CLOVW” for Clover Health warrants. Until the Domestication and
transfer is complete, the SCH common stock, warrants and units will
continue to trade under the ticker symbols “IPOC”, "IPOC.WS" and
"IPOC.U", respectively, on NYSE.
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 helping its members live their healthiest lives.
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 proposed transaction between Clover and SCH, including
statements regarding the anticipated consummation of the business
combination and the transaction related thereto, including the
domestication of SCH and the listing of shares of the post-business
combination company on the 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 risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of SCH’s securities, (ii) the
risk that the transaction may not be completed by SCH’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by SCH,
(iii) the failure to satisfy the conditions to the consummation of
the transaction, (iv) the lack of a third-party valuation in
determining whether or not to pursue the transaction, (v) the
inability to complete the PIPE investment in connection with the
transaction, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement, (vii) the effect of the announcement or pendency of the
transaction on Clover’s business relationships, operating results
and business generally, (viii) risks that the proposed transaction
disrupts current plans and operations of Clover and potential
difficulties in Clover employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be
instituted against Clover or against SCH related to the Merger
Agreement or the transaction, (x) the ability to maintain the
listing of SCH’s securities on a national securities exchange, (xi)
the price of SCH’s securities may be volatile due to a variety of
factors, including changes in the competitive and highly regulated
industries in which SCH plans to operate or Clover operates,
variations in operating performance across competitors, changes in
laws and regulations affecting SCH’s or Clover’s business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities, and (xiii) the risk of downturns
and a changing regulatory landscape in the highly competitive
healthcare industry. 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 and SCH assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither Clover nor SCH gives any assurance that
either Clover or SCH, or the combined company, will achieve its
expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20210106005777/en/
Clover Health: Media Andy Robinson +1.718.915.1519
press@cloverhealth.com 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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