Full Press Release Details
Network, a global leader in democratizing medical imaging, to be listed on NYSE through a merger with Longview Acquisition Corp.
Butterfly Network's mission is to enable universal access to superior medical imaging, making high quality ultrasound
affordable, easy-to-use, globally accessible and intelligently connected.
iQ is the only ultrasound transducer that can perform "whole-body imaging" with a single handheld probe using
semiconductor technology. Connected to a mobile phone or tablet, it is powered by Butterfly's proprietary
Ultrasound-on-Chip technology and harnesses the advantages of AI to deliver advanced imaging that we believe is
easy-to-use, improves patient outcomes and lowers cost of care.
This transaction is expected to drive further adoption of Butterfly Network's breakthrough solutions and accelerate its
future pipeline of innovative technologies.
The Pro Forma enterprise value of the merger is $1.5 billion, with the combined company expected to have an estimated $584
million in cash after closing.
Founder Dr. Jonathan Rothberg to become Chairman of the combined company and will be Butterfly's largest controlling
of the equity of existing Butterfly Network investors, including Baillie Gifford, The Bill and Melinda Gates Foundation and
Fosun Industrial Co., Limited, will convert into shares of the combined company. There will be no selling stockholders in the
Longview is an affiliate of leading healthcare investment firm Glenview Capital Management, which is expected to own, along
with its affiliates, 7.6% of the combined company's outstanding shares at closing. Longview Chair and Glenview CEO, Larry
Robbins, will join the Board of the combined company. Leading institutional investors including Eldridge, Fidelity Management
& Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises and Wellington Management have
anchored a $175 million PIPE at $10 per share.
The business combination is expected to be completed by the end of the first quarter of 2021, and the combined company will
be listed on the NYSE under ticker symbol "BFLY."
A webcast to present the proposed transaction is available on www.butterflynetwork.com/investors.
CT and New York, NY - November 20, 2020 - Butterfly Network, Inc. ("Butterfly" or the "Company"),
an innovative digital health company that is working to enable universal access to superior medical imaging, and Longview Acquisition
Corp. (NYSE: LGVW.U, LGVW, LGVW WS) ("Longview"), a special purpose acquisition company sponsored by Glenview
Capital Management, LLC ("Glenview"), announced today that they have entered into a definitive business combination
agreement. Upon closing, the combined company's Class A common stock is expected to be traded on the New York Stock Exchange
("NYSE") under the symbol "BFLY."
in 2011, Butterfly Network, Inc. is an innovative digital health company that has a mission to enable universal access to superior
medical imaging, making high quality ultrasound affordable, easy to use, globally accessible and intelligently connected. Butterfly
iQ is the only transducer using semiconductor technology that can perform "whole-body imaging" using a single handheld
probe. Connected to a mobile phone or tablet, it is powered by Butterfly's proprietary Ultrasound-on-Chip technology
and harnesses the advantages of AI to deliver advanced imaging that they believe is easy to use, improves patient outcomes and
lowers cost of care.
the global ultrasound market has been dominated by traditional cart-based devices that are accessible only to highly specialized
technicians and are located predominantly in hospitals, imaging centers, and physicians' offices. Previously introduced
Point-of-Care Ultrasound ("POCUS") devices are limited by 60 year-old technology and significant costs that hinder
wide-spread use. Butterfly iQ is designed to address the limitations of currently-available cart-based and POCUS technologies.
iQ was launched commercially in 2018, and in 2020, the Company launched the Butterfly iQ+ with additional features and improved
performance. Since introduction, more than 30,000 Butterfly iQ and iQ+ devices have shipped to medical professionals globally.
The Company has sold to or has agreements in place with the majority of the largest 100 hospitals in the United States, and has
built a strong brand among healthcare professionals, achieving an exceptional Net Promoter Score of 71 (USA). Butterfly iQ is
commercially available in more than 20 countries including the United States, Canada, greater Europe and Australia.
was founded by Dr. Jonathan Rothberg, a scientist and serial entrepreneur who received the Presidential Medal of Technology &
Innovation in 2016 for inventing a novel next-generation DNA sequencing method. Prior to this transaction, Butterfly has
raised more than $400 million from investors, including Baillie Gifford, The Bill and Melinda Gates Foundation and Fosun
Industrial Co., Limited.
management team, led by Chief Executive Officer, Laurent Faracci, will continue to lead the combined company following the transaction
and Dr. Rothberg will serve as Chairman of the combined company's Board. Larry Robbins, Chairman of Longview, will become
a member of the combined company's Board.
ago, Butterfly was created to make high-quality ultrasound affordable, easy to use and globally accessible to all," said
Dr. Jonathan Rothberg, founder of Butterfly "My pride in our team's innovation and my gratitude to our partners for
their funding and support are only matched by my enthusiasm to realize Butterfly Network's enormous potential. We are pleased
to welcome Longview as well as the PIPE investors to the Butterfly family, and we appreciate the support of the public markets
in funding our commercial and societal goals."
success of Butterfly is fueled by a clear mission, superior technology made simple, a passionate community of healthcare practitioners
and an immensely talented team," noted Laurent Faracci, Chief Executive Officer of Butterfly. "We believe the combination
with such a premier healthcare partner as Longview Acquisition Corp. will amplify and accelerate the adoption of Butterfly iQ
around the world. This partnership will enable us to bring more Butterfly innovative solutions to market faster, helping us improve
patient outcomes and the way healthcare is delivered."
is the epitome of value-based care: better health, lower cost, and patient centric," said Larry Robbins, founder of Glenview
and Chairman of Longview. "We are proud that our Butterfly investment will help accelerate efforts to provide the medical
community with tools to diagnose more clearly and enable practitioners to be more effective, more efficient and more confident.
We are honored to support Jonathan, Laurent and the Butterfly team to fully capitalize on their revolutionary technology and aspirational
May IPO, Longview reviewed more than 50 investment opportunities to find an exciting growth company at an attractive valuation
where Glenview could add significant value, and Butterfly emerged as a truly unique partner" said John Rodin, CEO of Longview
and Co-President of Glenview. "We are committed to using our two decades of experience as engaged owners in the provider,
distributor and payor communities to accelerate constructive collaboration for Butterfly to drive improved health outcomes and
greater efficiencies."
November 19, 2020, Longview entered into a definitive business combination agreement ("BCA") with Butterfly. Upon
the closing of the transactions contemplated by the BCA, Butterfly will become a wholly-owned subsidiary of Longview, and Longview
will be renamed "Butterfly Network, Inc." Current security holders of Butterfly, including Baillie Gifford, The Bill
and Melinda Gates Foundation and Fosun Industrial Co., Limited will have the right to receive common stock of the combined company,
on a one-for-1.0383 basis per share, rounded down to the nearest whole number of shares. The transaction values Butterfly at an
enterprise value of approximately $1.5 billion.
transaction is expected to deliver up to $589 million of gross proceeds, including up to $414 million of cash held in Longview's
trust account (assuming no redemptions are effected). The transaction is further supported by a $175 million PIPE at $10.00 per
share, led by Eldridge, Fidelity Management & Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, and
UPMC Enterprises, the innovation, commercialization and venture capital arm of leading Pittsburgh-based health system UPMC, and
Wellington Management. The company is projected to have approximately $584 million in cash on the balance sheet after closing.
no public stockholders of Longview exercise their redemption rights, ownership of the combined company immediately following the
closing will be comprised of current Butterfly equity holders (63.5%) and convertible note holders (2.5%) which together will
own approximately 66%, Longview stockholders (20%), Longview's sponsors (5%), and PIPE investors (9%). Upon the closing
of the transaction, Dr. Jonathan Rothberg will become Chairman and hold a controlling voting interest in the combined company
through his holdings of 20x voting Class B common stock.
transaction, which has been unanimously approved by the Boards of Directors of Butterfly and Longview, is subject to approval
by Longview's stockholders and other customary closing conditions. The proposed business combination is expected to be completed
in the first quarter of 2021, with the combined company's Class A common stock trading on the NYSE under the ticker "BFLY".
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 Longview with the United States Securities and Exchange Commission ("SEC"). Longview
will file a registration statement (which will contain a joint proxy statement/prospectus) with the SEC in connection with the
Morgan Securities LLC is acting as financial advisor to Butterfly Network. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
is acting as legal advisor to Butterfly Network. UBS Investment Bank is acting as financial advisor to Longview as well as the
exclusive placement agent for the PIPE. UBS Investment Bank and Cowen are acting as capital markets advisors to Longview, and
originally underwrote the IPO of Longview in May 2020. Ropes & Gray LLP is acting as legal advisor to Longview.
presentation made by the management teams of both Butterfly and Longview regarding the transaction will be available on the websites
of Butterfly at www.butterflynetwork.com and Longview at www.longviewacquisition.com. Longview will also file the
presentation with the SEC in a Current Report on Form 8-K, which will be accessible at www.sec.gov.
by Dr. Jonathan Rothberg in 2011 and led by CEO Laurent Faracci, Butterfly has created the world's first handheld, single-probe
whole-body ultrasound system, Butterfly iQ, to make ultrasound technology more universally accessible and affordable. Butterfly