Babylon Holdings Limited (BBLN) Issues Update on Take Private Proposal

After a thorough exploration of strategic alternatives, Babylon Holdings Limited (NYSE: BBLN) is pleased to provide an update on the recapitalization transaction, previously announced on May 10, following receipt of a proposal from AlbaCore Capital LLP on behalf of certain of its affiliates (“AlbaCore”) and MindMaze Group SA (“MindMaze”), and share that Babylon has selected the previously announced take private proposal from the options considered.

The proposal strongly positions Babylon to accelerate its core mission – to make high quality healthcare more accessible and affordable by combining the most cutting-edge technology with the best medical expertise. In combination with MindMaze, a global leader in brain technology and digital neurotherapeutic solutions for brain health and recovery, the pro forma business is positioned to uniquely address patient and member needs across the continuum-of-care, from healthcare through sick care. Collectively, the new organization is positioned to become a leading value-based care platform with cutting edge technological, clinical and operational ability to both provide holistic primary care and effectively diagnose, manage and treat major episodic and chronic diseases.

Babylon and MindMaze believe that the combined entity will form a powerful digital-first global AI-driven healthcare business that will help transform the industry from sick care to predictive and preventative healthcare. Babylon and MindMaze will be dedicated to improving patient engagement and access to high quality optimized healthcare by tackling a broad range of chronic conditions, including but not limited to neurological conditions.

In the coming weeks and months, while Babylon and MindMaze come together, they will both continue delivering on their missions, executing on day-to-day operations, and pursuing strategic objectives including a relentless commitment to patient and member care, client satisfaction and employee engagement. Babylon and its management will continue to operate and deliver on its existing business plan. Over the mid-to-long term Babylon and MindMaze intend to align the strengths of their organizations to deliver a truly novel care paradigm and deliver exceptional outcomes for all stakeholders.

The transaction provides for a new capital structure with a significant reduction of pro forma company debt, resulting in a substantially strengthened and more flexible financial profile. In addition, the transaction will include immediate material funding for current business operations as well as a commitment to fund the combined business, allowing the pro forma company to focus on its strategy of delivering concurrent growth and profitability over the near to mid-term.

The transaction is expected to close in July 2023. Completion of the transaction will be subject to agreed documentation, various conditions and appropriate regulatory approvals if required. As previously stated, the transaction will not provide for any payment to Babylon Holdings Limited’s Class A ordinary shareholders or other equity instrument holders, as AlbaCore will be exercising rights under its debt agreements with Babylon, and the go-forward private business will be transferred to private ownership. Therefore, the transaction would transfer core operating subsidiaries of Babylon to MindMaze, and Babylon Holdings Limited’s Class A ordinary shares will cease trading on the NYSE under the ticker symbol ‘BBLN’.

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