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DORAL, Fla.--(BUSINESS WIRE)--Dec 23, 2024-- NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today announced that it has entered into a definitive merger agreement pursuant to which the Company will be acquired by an affiliate of New Enterprise Associates (“NEA”) at an enterprise value of approximately $1.3 billion. Upon completion of the transaction, NeueHealth will become a privately held company with the flexibility and resources to continue advancing its value-driven, consumer-centric care model. Under the terms of the merger agreement, holders of NeueHealth common stock (other than shares that will be rolled over and certain excluded shares) will receive $7.33 per share in cash, which represents a premium of approximately 70% over the closing price of NeueHealth common stock on December 23, 2024. Certain stockholders of NeueHeath, including NEA and 12 existing NeueHealth investors (which collectively hold all of the outstanding shares of NeueHealth preferred stock), have entered into rollover agreements pursuant to which such stockholders will continue their investments by exchanging their shares of NeueHealth common stock and/or preferred stock for newly issued equity interests in the privately held company, and the Company’s existing secured loan facility with Hercules Capital, Inc. will remain in place. NeueHealth’s executive leadership team will continue in their roles upon completion of the transaction and intends to roll over 100% of their equity interests for newly issued equity interests in the privately held company. “We are pleased to announce this transaction as we believe it places NeueHealth in a strong position for continued growth while maximizing value for all of NeueHealth’s public stockholders,” said Mike Mikan, President and CEO of NeueHealth. “NEA has been a longstanding strategic partner, and we look forward to continuing to work together to build on NeueHealth’s success as a leader in value-based care.” “We believe NeueHealth has built a differentiated model of care that is uniquely positioned to drive value for consumers, providers, and payors and we have confidence in the NeueHealth team and their ability to continue to lead the Company,” said Mohamad Makhzoumi, Co-CEO of NEA. “We have had a strong partnership with NeueHealth since 2016 and share the Company’s commitment to making high-quality healthcare accessible and affordable for all Americans.” Transaction Details A special committee (the “Special Committee”) of the board of directors of NeueHealth (the “Board”), composed entirely of independent and disinterested directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of the Company and its stockholders that are not affiliated with NEA. Acting upon the recommendation of the Special Committee, the Board subsequently unanimously approved the transaction and determined to recommend that NeueHealth stockholders vote to approve and adopt the merger agreement. Certain NeueHealth stockholders have agreed to vote all of their shares of NeueHealth common stock and/or preferred stock to approve and adopt the merger agreement, subject to certain conditions. The merger is subject to approval by NeueHealth’s stockholders and other customary closing conditions, including receipt of certain regulatory approvals. NEA intends to finance the transaction with fully committed equity financing, and the transaction is not subject to any financing condition. Upon completion of the transaction, NeueHealth’s common stock will no longer be publicly traded or listed on any public market. The merger agreement includes a 30-day “go-shop” period that will expire at 12:01 AM New York City time on January 23, 2025, which permits the Special Committee and its financial advisors to solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and NeueHealth does not intend to disclose developments with respect to the “go-shop” process unless and until it determines such disclosure is appropriate or is otherwise required. Lincoln International, LLC is acting as financial advisor, and Richards, Layton & Finger, P.A. is acting as legal counsel, to the Special Committee. Simpson Thacher & Bartlett LLP is acting as legal counsel to NeueHealth. Latham and Watkins LLP is acting as legal counsel to NEA, with Sidley Austin LLP acting as insurance regulatory counsel to NEA. More information regarding the key terms will be included in a current report on Form 8-K to be filed by NeueHealth with the Securities and Exchange Commission (the “SEC”). Important Information and Where to Find It In connection with the transaction, the Company will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”), the definitive version of which will be sent or provided to Company stockholders. The Company, affiliates of the Company and affiliates of NEA intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3") with the SEC. The Company may also file other documents with the SEC regarding the transaction. This release is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE COMPANY OR THE TRANSACTION BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement, the Schedule 13E-3 and other documents that are filed or will be filed with the SEC by the Company, when such documents become available, through the website maintained by the SEC at www.sec.gov or through the Company's website at https://investors.neuehealth.com/home/default.aspx . The transaction will be implemented solely pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024 (the “merger agreement”), among the Company, NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc., which contains the full terms and conditions of the transaction. Participants in the Solicitation The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is available in the definitive proxy statement for the 2024 annual meeting of stockholders of the Company, which was filed by the Company with the SEC on April 1, 2024 (the “Annual Meeting Proxy Statement”), and will be available in the Proxy Statement. Please refer to the sections captioned “Executive Compensation,” “Director Compensation,” and “Security Ownership of Certain Beneficial Owners and Management” in the Annual Meeting Proxy Statement. Holdings of the Company’s securities by certain of the Company’s employees, and any changes in the holdings of the Company’s securities by the Company’s directors or executive officers from the amounts described in the Annual Meeting Proxy Statement, have been reflected in the following Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by George Lawrence Mikan III on May 6, 2024; Form 4, filed by Jay Matushak on May 6, 2024; Form 4, filed Tomas Orozco on May 6, 2024; Form 4, filed by Jeffery Michael Craig on May 6, 2024; Form 4, filed by Jeffrey J. Scherman on May 6, 2024; Form 4, filed by Jay Matushak on May 13, 2024; Form 4, filed by Jeffrey J. Scherman on May 13, 2024; Form 4, filed by Kedrick D. Adkins, Jr. on May 14, 2024; Form 4, filed by Andrew M. Slavitt on May 14, 2024; Form 4, filed by Linda Gooden on May 14, 2024; Form 4, filed by Mohamad Makhzoumi on May 14, 2024; Form 4, filed by Robert J. Sheehy on May 14, 2024; Form 4, filed by Matthew G. Manders on May 14, 2024; Form 4, filed by Stephen Kraus on May 14, 2024; Form 4, filed by Manuel Kadre on May 14, 2024; Form 4, filed by Jeffrey R. Immelt on May 14, 2024; Form 4, filed by Mohamad Makhzoumi on October 3, 2024; Form 4, filed by Jay Matushak on October 8, 2024; Form 4, filed by George Lawrence Mikan III on December 18, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph. About NeueHealth NeueHealth is a value-driven healthcare company grounded in the belief that all health consumers are entitled to high-quality, coordinated care. By uniquely aligning the interests of health consumers, providers, and payors, NeueHealth helps to make healthcare accessible and affordable to all populations across the ACA Marketplace, Medicare, and Medicaid. NeueHealth delivers high-quality clinical care to over 500,000 health consumers through owned clinics and unique partnerships with over 3,000 affiliated providers. We also enable independent providers and medical groups to thrive in performance-based arrangements through a suite of technology and services scaled centrally and deployed locally. We believe our value-driven, consumer-centric care model can transform the healthcare experience and maximize value across the healthcare system. For more information, visit: www.neuehealth.com . About NEA New Enterprise Associates (NEA) is a global venture capital firm focused on helping entrepreneurs build transformational businesses across multiple stages, sectors and geographies. Founded in 1977, NEA has more than $25 billion in assets under management as of June 30, 2024 and invests in technology and healthcare companies at all stages in a company’s lifecycle, from seed stage through IPO. The firm's long track record of investing includes more than 280 portfolio company IPOs and more than 465 mergers and acquisitions. For more information, please visit www.nea.com . Forward-Looking Statements This release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements made in this release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies, and statements as to the expected timing, completion and effects of the transaction. These statements often include words such as “anticipate,” “expect,” “plan,” “believe,” “intend,” “project,” “forecast,” “estimates,” “projections,” “outlook,” “ensure,” and other similar expressions. These forward-looking statements include any statements regarding our plans, expectations and financial guidance. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Factors that might materially affect such forward-looking statements include: the failure to complete the transaction on the anticipated terms and within the anticipated timeframe, including as a result of failure to obtain required stockholder or regulatory approvals or to satisfy other closing conditions; potential litigation relating to the transaction that could be instituted against NEA, the Company or their respective affiliates, directors, managers, officers or employees, and the effects of any outcomes related thereto; potential adverse reactions or changes to our business relationships or operating results resulting from the announcement, pendency or completion of the transaction; the risk that our stock price may decline significantly if the transaction is not consummated; certain restrictions during the pendency of the transaction that may impact our ability to pursue certain business opportunities or strategic transactions; costs associated with the transaction, which may be significant; the occurrence of events, changes or other circumstances that could give rise to the termination of the merger agreement, including in circumstances requiring us to pay a termination fee; our ability to continue as a going concern; our ability to comply with the terms of our credit facilities or any credit facility into which we enter in the future; our ability to receive the remaining proceeds from the sale of our Medicare Advantage business in California in a timely manner; our ability to obtain any short or long term debt or equity financing needed to operate our business; our ability to quickly and efficiently complete the wind down of our remaining Individual and Family Plan (“IFP”) and MA businesses, including by satisfying liabilities of those businesses when due and payable; potential disruptions to our business due to the transaction or due to corporate restructuring and any resulting headcount reduction; our ability to accurately estimate and effectively manage the costs relating to changes in our business offerings and models; a delay or inability to withdraw regulated capital from our subsidiaries; a lack of acceptance or slow adoption of our business model; our ability to retain existing consumers and expand consumer enrollment; our and our care partner’s abilities to obtain and accurately assess, code, and report risk adjustment factor scores; our ability to contract with care providers and arrange for the provision of quality care; our ability to obtain claims information timely and accurately; the impact of any pandemic or epidemic on our business and results of operations; the risks associated with our reliance on third-party providers to operate our business; the impact of modifications or changes to the U.S. health insurance markets; our ability to manage any growth of our business; our ability to operate, update or implement our technology platform and other information technology systems; our ability to retain key executives; our ability to successfully pursue acquisitions, integrate acquired businesses, and quickly and efficiently divest businesses as needed; the occurrence of severe weather events, catastrophic health events, natural or man-made disasters, and social and political conditions or civil unrest; our ability to prevent and contain data security incidents and the impact of data security incidents on our members, patients, employees and financial results; our ability to comply with requirements to maintain effective internal controls; our ability to adapt to mitigate risks associated with our ACO businesses, including any unanticipated market or regulatory developments; and the other factors set forth under the heading “Risk Factors” in the Company’s reports on Form 10-K, Form 10-Q, and Form 8-K (including all amendments to those reports) and our other filings with the SEC. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or changes in our expectations. View source version on businesswire.com : https://www.businesswire.com/news/home/20241223595862/en/ CONTACT: Investor Contact: IR@neuehealth.comMedia Contact: media@neuehealth.com KEYWORD: FLORIDA UNITED STATES NORTH AMERICA INDUSTRY KEYWORD: PRACTICE MANAGEMENT PROFESSIONAL SERVICES MANAGED CARE HEALTH GENERAL HEALTH HEALTH TECHNOLOGY HEALTH INSURANCE HOSPITALS INSURANCE TELEMEDICINE/VIRTUAL MEDICINE FINANCE SOURCE: NeueHealth Copyright Business Wire 2024. PUB: 12/23/2024 05:53 PM/DISC: 12/23/2024 05:53 PM http://www.businesswire.com/news/home/20241223595862/enThe artificial intelligence video generator, Sora, by OpenAI, is now made available in the U.S. – Open for anyone in the country to produce video content through text prompts. This news comes this Monday, which marks one of the many steps being taken by the company for further expansion in generative AI technologies. Sora, which was first made available by OpenAI in February, had previously been accessible only to a limited group of artists, filmmakers, and safety testers. But as of Monday, OpenAI has thrown open the platform to the public at large, albeit with some technical glitches. The users faced a lot of hassle signing up for the service throughout the day as the company’s website was not able to take on new users at times due to heavy traffic. Sora functions as a text-to-video generator, enabling users to create video clips from written descriptions. One example shared on OpenAI’s website shows how a simple prompt—”a wide, serene shot of a family of woolly mammoths in an open desert”—can result in a video featuring three woolly mammoths slowly walking across sand dunes. The tool allows for a wide range of creative possibilities, offering users the chance to explore video storytelling in new, innovative ways. “We hope this early version of Sora will enable people everywhere to explore new forms of creativity, tell their stories, and push the boundaries of what’s possible with video storytelling,” OpenAI wrote in a blog post. OpenAI’s Expanding AI Portfolio OpenAI , which is probably best known for its ubiquitous chatbot ChatGPT, has been actively expanding its portfolio of AI technologies. In addition to Sora, the company has developed a voice-cloning tool and has also integrated an image-generation tool called DALL-E into the features of ChatGPT . Leveraged by Microsoft, the company has rapidly emerged to become a leader in generative AI, and it has seen its valuation explode to nearly $160 billion. One of the newest creations from OpenAI is Sora, which has furthered its innovation on applications of artificial intelligence. Yet, public release came with scrutiny regarding the development and implications of generative AI. Before its public release, OpenAI opened it up for testing by select individuals such as tech reviewer Marques Brownlee. Brownlee’s review was also mixed, saying the results “are horrifying and inspiring all at once.” He believed that Sora did exceptionally well in generating landscapes as well as stylistic effects but admitted that the software failed to depict basic principles of physics and often caused unrealistic results. Some film directors who previewed the software also reported encountering visual defects while using it, which had them question its readiness to be used by the world. OpenAI also experienced difficulties in terms of meeting the regulatory standards, especially about the UK’s Online Safety Act and the EU’s Digital Services Act and General Data Protection Regulation, also known as GDPR. This regulatory issue is the consequence of ongoing debates on whether AI-generated content is ethical or unlawful. The AI Art Scandal OpenAI had come under controversy, wherein a group of artists criticized the firm for “art washing” its product. The group, self-named as the “Sora PR Puppets,” criticized the firm for making use of the creativity of artists in generating a good narrative of the AI tool at hand but threatening the survival of human creators. This was the case where an artist made a backdoor to obtain unauthorized access into the tool. Because of this incident, the company temporarily suspended the access of the tool. Generative AI has been a subject of critique as regards undermining traditional forms of art and expression. Most notably in the field of images and videos, such AI is said to perpetrate plagiarism and theft of human creative works. In terms of AI image and video generation, tools such as Sora, despite making good strides in this technology, still often experience “hallucinations,” incorrect or distorted output, among other errors, which defeats their purpose of reliability. Threat Of Deepfakes And Misinformation This leaves misuse as one of the big concerns about Sora and similar AI technology. Deepfakes might be misused to make disinformation or deepfake content for misleading the public. This, for instance, is evident in the manner that already some deepfakes were deployed in spreading false videos about Ukrainian President Volodymyr Zelenskyy calling for a ceasefire and videos claiming that the U.S. Vice President Kamala Harris made scandalous comments over diversity. With the increasing sophistication of AI-generated media, the risks associated with its use have never been more significant. As Sora and similar tools gain popularity, the need for stronger regulations and safeguards to prevent misuse becomes even more urgent. ALSO READ | Nancy Mace Faces Backlash As Old Drinking Game Video Surfaces Amid Transgender DebateBerlin confirmed plans to reform its legal framework make it a clear criminal offence to “facilitate the smuggling of migrants to the UK” as part of the agreement, the Home Office said. The Home Office said the move would give German prosecutors more tools to tackle the supply and storage of dangerous small boats. Both countries will also commit to exchange information that may help to remove migrant-smuggling content from social media platforms and tackle end-to-end routes of criminal smuggling networks as part of the deal. It comes ahead of the UK and Germany hosting the so-called Calais Group in London, which sees ministers and police from the two countries, alongside France, Belgium and the Netherlands, gather to discuss migration in Europe. Delegates are expected to agree a detailed plan to tackle people-smuggling gangs in 2025 at the meeting on Tuesday. Home Secretary Yvette Cooper said: “For too long organised criminal gangs have been exploiting vulnerable people, undermining border security in the UK and across Europe while putting thousands of lives at risk. “We are clear that this cannot go on. “Germany is already a key partner in our efforts to crack down on migrant smuggling, but there is always more we can do together. “Our new joint action plan with deliver a strengthened partnership with Germany, boosting our respective border security as we work to fix the foundations, and ultimately saving lives.” Nancy Faeser, German federal minister of the interior said: “We are now stepping up our joint action to fight the brutal activities of international smugglers. “This is at the core of our joint action plan that we have agreed in London. “I am very grateful to my British counterpart Yvette Cooper that we were able to reach this important agreement. “It will help us end the inhumane activities of criminal migrant smuggling organisations. “By cramming people into inflatable boats under threats of violence and sending them across the Channel, these organisations put human lives at risk. “Many of these crimes are planned in Germany. “Together, we are now countering this unscrupulous business with even more resolve. “This includes maintaining a high investigative pressure, exchanging information between our security authorities as best as possible, and persistently investigating financial flows to identify the criminals operating behind the scenes.”
Former SpaceX engineer Scott Nolan, CEO of startup General Matter, is on a mission to help end Russia’s monopoly on a type of more-enriched nuclear fuel by producing it at commercial scale in the United States and slashing its costs. Nolan incorporated San Francisco-based General Matter this year in order to make high-assay low-enriched uranium, or HALEU , for a variety of planned atomic plants including small modular reactors, or SMRs, that backers hope will take off in the 2030s. HALEU is uranium enriched to between 5% and 20%, which backers say has the potential to make new high-tech reactors more efficient. Uranium fuel used in today’s reactors is enriched to about 5%. Big Tech companies such as Amazon have plans to build new reactors to serve power-hungry data centers . “We believe HALEU is the most urgent need in the market today, and the most sensitive to enrichment cost,” Nolan told Reuters in his first media interview since forming the company. | “We are focused not only on bringing back domestic capacity, but on bringing the cost down significantly,” Nolan said. The goal of General Matter is to halve the cost of HALEU enrichment, long term, Nolan said. HALEU is made primarily in Russia, and its price is elusive. Estimates range from $25,000 to $35,000 per kilogram of uranium. The U.S. Department of Energy in October awarded initial contracts to four companies including General Matter seeking to produce HALEU in the United States—part of an initiative to kick-start domestic production. The United States plans to award $2.7 billion in contracts for HALEU, subject to Congress, in coming years, the department said. General Matter, which currently has no infrastructure to make uranium fuel, will face stiff competition from other companies with experience and facilities in the uranium industry. The other companies with U.S. support are: Urenco USA, a European firm with operations in New Mexico; Orano USA, based in Maryland with global headquarters in France; and Centrus Energy’s subsidiary, American Centrifuge Operating. Critics of the use of HALEU have said that the level of its enrichment means it is a weapons risk, and they recommend limiting its enrichment to 10% to 12%. Nolan said his company will look to regulators to determine the level. Nolan is also a partner in Founders Fund, a venture capital fund that was the first institutional investor in SpaceX and that Peter Thiel, a prominent supporter of President-elect Donald Trump, helped launch. Nolan said he expects that nuclear energy “should and will be” an important part of Trump’s efforts to expand sources of baseload electricity. SpaceX experience Nolan worked at Elon Musk’s private aerospace company SpaceX from 2003 to 2007. Nolan said his company’s planned HALEU production will share SpaceX’s focus on developing new technology and cutting costs. “SpaceX combined people from Silicon Valley in the software startup industry with the aerospace industry, and converged these two skill sets,” Nolan said. “We’re doing something similar, where we have deep experience on the team from the fuel cycle in the nuclear space, and are combining it with experience from the technology industry to rethink the problem and come at it from a new direction,” Nolan said. A General Matter spokesperson said Nolan has not been in contact with Musk since “well before” the idea of the company was conceived in 2023. Nolan did not reveal what kind of technology General Matter plans to use to produce HALEU. Uranium production is dominated by centrifuges that spin at high speeds. Some new players are also trying to use lasers to produce uranium fuel. “Some are more commercially proven. Some are still to be proven from a technology standpoint that they can scale,” Nolan said. —Timothy Gardner, Reuters The extended deadline for Fast Company’s World Changing Ideas Awards is this Friday, December 13, at 11:59 p.m. PT. Apply today.
Referee David Coote will not appeal against termination of contract