Falcon Capital Acquisition Corp. (FCAC) Announces Merger Agreement with Sharecare to Create Publicly Traded Digital Health Company
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Sharecare, the digital health company that helps people manage all of their health in one place, and Falcon Capital Acquisition Corp. ("Falcon") (NASDAQ: FCAC), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement. Upon closing of the transaction, the new company will become Sharecare, Inc. and be listed on NASDAQ under the ticker symbol SHCR; and is expected to have an initial enterprise value of $3.9 billion with approximately $400 million in growth capital on the balance sheet to drive sustained growth, sales force expansion, new digital offerings, and M&A including the completion of the recently announced doc.ai acquisition.
Jeff Arnold, founder, chairman, and chief executive officer of Sharecare, said, "We started Sharecare to leverage innovations in consumer technology – specifically the smartphone – to create a frictionless experience that engages people across the dynamic continuum of their healthcare needs. By integrating fragmented point solutions and bringing together stakeholders across the healthcare ecosystem into one connected virtual care platform, we believe that Sharecare is uniquely positioned to transform the way people access, providers deliver, and employers and health plans administer high quality, cost efficient healthcare. Strategic partners, Anthem and Digital Alpha, will enable continued innovation in delivering high-impact solutions at scale. We believe Falcon will be invaluable as we pursue this next phase for Sharecare."
"Anthem and Sharecare are focused on delivering proactive, predictive, and personalized health experiences for everyone," said Rajeev Ronanki, senior vice president and chief digital officer of Anthem, Inc. and a recently added member of Sharecare's board of directors. "We share a relentless focus on delivering meaningful improvements to consumers' health and well-being as we simplify healthcare. Through this relationship, we will leverage human-centered design and digital technologies, including artificial intelligence, that increase consumer engagement, deliver more affordable healthcare, and achieve better health outcomes through services such as next generation personalized healthcare concierge and advocacy services."
Rick Shrotri, founder and managing partner of Digital Alpha, said, "We are investing in Sharecare because of our shared vision to redefine the nexus of healthcare and digital infrastructure to accelerate the future of community well-being. Together, we will pursue repeatable and scalable outcome-based financing models that have tangible economic and community health impacts."
Alan Mnuchin, chairman and chief executive officer of Falcon, added, "Jeff is a rare visionary who knows how to execute – multiple times over – and, at Sharecare, he and his exceptional team have continued to evolve and grow the business over the last decade, emerging as what we believe is a category of one. With its ability to harness the power of data and address fragmentation, Sharecare has the potential to redefine not only the marketplace but also people's relationship with their own health and the stakeholders there to support them. We are excited to work with Sharecare to bring this comprehensive and innovative digital health platform to the public markets."
Sharecare is a digital health company that helps people consolidate and manage various components of their health in one place, regardless of where they are on their health journey. Created in 2010, Sharecare provides the messaging, motivation, management, and measurement tools to help individuals, workforces, and communities optimize their comprehensive well-being.
An established, trusted source of health resources, Sharecare has spent nearly a decade building the infrastructure, products, and partnerships to support positive shifts in population health and community well-being. Sharecare's interoperable virtual care platform is purpose-built to seamlessly connect stakeholders to the health management tools they need to drive engagement, establish sustained participation, increase satisfaction, reduce costs, and improve outcomes. Whether a person's path to Sharecare originates as an employee, health plan member, patient, community member, or self-motivated individual, Sharecare brings together scientifically validated clinical programs and engaging content to deliver a comprehensive, personalized experience for each user.
Sharecare has a diverse, experienced leadership team with a unique blend of expertise across technology, media, and healthcare. The business is well positioned with a largely recurring revenue model that will drive anticipated 20% sustainable year-over-year growth and gives the business multiple paths to over $1 billion in medium-term revenue.
Since its founding, Sharecare has continued to expand and enhance its platform through the integration of key technologies and capabilities and a number of strategic acquisitions to measurably improve the health experience. In line with these efforts, the company most recently announced the acquisition of enterprise artificial intelligence (AI) platform doc.ai to expand its team and enhance Sharecare's ability to securely and privately unlock the value of health data in a compelling, impactful, and scalable way.
Summary of the Transaction
Falcon Capital Acquisition Corp., led by Alan Mnuchin, is expected to own approximately 20% of the new company inclusive of the PIPE investors; Mr. Mnuchin, along with Jeff Sagansky, an independent director on Falcon's board of directors, will join Sharecare's board of directors.
The transaction is expected to be funded through a combination of Falcon's $345 million of cash in trust (assuming no redemptions) supported by a $425 million fully committed PIPE at $10.00 per share and the Anthem investment. Anthem will expand its strategic partnership with Sharecare as Sharecare continues the development of products and services to enhance the healthcare experience.
The transaction implies a Sharecare enterprise value of $3.9 billion, or approximately 9.5x 2021 estimated net revenue. It is estimated that post-transaction, Sharecare will have approximately $400 million on its balance sheet to fund growth initiatives.
In connection with the proposed transaction, at closing, Sharecare and Falcon will donate over $4 million in the surviving company's stock to Sharecare's charitable foundation to support well-being initiatives – from global to hyperlocal – that embody the company's spirit of "sharing care" and demonstrate a commitment to positively impacting community health.
The transaction, which has been unanimously approved by the boards of directors of Sharecare and Falcon, is expected to close in the second quarter of 2021, subject to receipt of Falcon stockholder approval and the satisfaction of other customary closing conditions.
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Falcon with the Securities and Exchange Commission ("SEC") and available at www.sec.gov.
A presentation made by the management of Sharecare and Falcon regarding the transaction will be available on Sharecare's website (LINK). In connection with this event, Falcon will file an investor presentation with the SEC which can be viewed at www.sec.gov.
Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as financial advisors and King & Spalding LLP acted as legal counsel to Sharecare.
Goldman Sachs Group acted as financial advisor and White & Case LLP acted as legal counsel to Falcon Capital Acquisition Corp.
Goldman Sachs and J.P. Morgan Securities LLC acted as joint placement agents in connection with the PIPE offering.
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