Filed
by Longview Acquisition Corp. II
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Longview Acquisition Corp. II
Commission
File No. 001-40242
Date:
August 23, 2021
HeartFlow
Joins The Board Challenge as Newest Pledge Partner
theBoardlist
and Valence will support HeartFlow’s search for a Black director
NEW YORK,
August 23, 2021 — The Board Challenge, a movement to increase the number of Black directors on U.S. corporate boards, announced
today that HeartFlow has signed on as a Pledge Partner, committing to add a Black director to its board within the next 12 months.
HeartFlow, the leader in precision heart care, provides non-invasive, personalized cardiac tests and associated software suite solutions
to address heart disease, the leading cause of death in the world.
HeartFlow
will leverage resources from The Board Challenge including Valence and theBoardlist to identify top candidates for the
open board seat.
“I
am delighted to welcome HeartFlow to The Board Challenge,” said Sheryl Hilliard Tucker, executive
director of The Board Challenge. “We are always looking for new companies willing to step up and take tangible action to
diversify their boards, and make a difference in the overall makeup of U.S. boardrooms.”
HeartFlow
joins a roster of Pledge Partner companies committed to diversifying their boards, including Quickbase, Accolade and PagerDuty. To date,
15 of the initiative’s Pledge Partners have elected a total of 17 new Black directors. The Board Challenge has 75+ Partners and
Supporters in total working across industries to make board diversity a business imperative.
“We
believe HeartFlow’s non-invasive, artificial intelligence-enabled solution can transform and democratize cardiovascular care by
providing physicians with the information they need to make precise diagnoses and optimize treatment for their patients,” said
John H. Stevens, MD, President, CEO and Co-Founder, HeartFlow. “We look forward to working with The Board Challenge to identify
a Black director who can help us accomplish our mission of making HeartFlow accessible to more patients and providers.”
The Board
Challenge invites all public and private U.S. companies to join the movement. Companies without a Black director can take the pledge
and leverage our resources and network to assist in their search, while companies that have at least one Black director can sign on as
Charter Partners and connect other organizations to The Board Challenge.
For more
information and to take the pledge or express your support, reach out to join@theboardchallenge.org.
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
The Board Challenge
The Board Challenge is a movement to increase representation and
accelerate progress for Black board directors at public and private U.S. companies. The initiative was founded in September 2020 by Brad
Gerstner (CEO, Altimeter Capital), Sukhinder Singh Cassidy (Founder and Chair, theBoardlist) and Guy Primus (CEO, Valence Community).
Companies that take the pledge commit to adding at least one Black director to their board within 12 months, and can leverage resources
from theBoardlist and Valence to enhance the search process, including a free, custom slate of top candidates.
For media
inquiries, contact:
The Board
Challenge
media@theboardchallenge.org
HeartFlow
media@heartflow.com
Important
Information about the Business Combination and Where to Find It
In connection
with the proposed Business Combination, the Longview Acquisition Corp. II (“Longview”) intends to file with the Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which
will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus, and certain other related documents,
which will be both the proxy statement to be distributed to holders of shares of Longview’s common stock in connection with Longview’s
solicitation of proxies for the vote by Longview’s stockholders with respect to the Business Combination and other matters as may
be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Longview to
be issued in the Business Combination. Longview’s stockholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus included in the Registration Statement 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 the parties to the Business Combination Agreement, Longview and the proposed Business Combination.
After the Registration Statement is declared effective, 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 and other matters as may be described in the Registration Statement. 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 web site at www.sec.gov, or by directing
a request to: Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial
Officer or to info@longviewacquisition.com.
Participants
in the 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 contained in the Registration Statement for the Business Combination, when available, and will be available free
of charge at the SEC’s web site at www.sec.gov, or by directing a request to Longview Acquisition Corp., 767 Fifth Avenue, 44th
Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com. Additional information
regarding the interests of such participants will be contained in the Registration Statement when available.
HeartFlow
Holding, Inc. (“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 Business Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking
Statements
This communication
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 Business
Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the 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 Business Combination, and New HeartFlow following the 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
Business Combination; (4) the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the Business Combination; (5) the inability to recognize the anticipated benefits of the 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 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 Business Combination; and (18) other risks and uncertainties indicated from time to time in the proxy statement/prospectus
relating to the 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 communication
shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business
Combination. This communication 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.
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