SC Health Corporation *
PROPOSED BUSINESS COMBINATION: Rockley Photonics
ENTERPRISE VALUE: $1.2 billion
ANTICIPATED SYMBOL: RKLY
SC Health Corporation proposes to combine with Rockley Photonics, a leading integrated photonics chipset developer and module supplier for high-volume sensor and communication products. Formed in 2013, Rockley is led by Dr. Andrew Rickman, the founder of the first commercial silicon photonics company, Bookham Technology. Built to address multiple markets, including health monitoring in consumer devices, data communications and machine vision.
Rockley’s “clinic-on-the-wrist” technology is significantly more accurate than LED sensors commonly used today in wearables such as smart watches and fitness bands and allows for continuous monitoring of key vitals in a way that was previously possible only with clinical machines. By bringing laboratory precision diagnostics to wearables, Rockley will enable consumers to detect diseases earlier, better manage nutrition, and focus on preventive healthcare so they can live better and healthier lives.
Rockley has also applied its integrated photonics technology to deliver best-in-class chipsets for high-speed data communications and machine vision applications, including LiDAR. Its technology is protected by over 120 patents and the Company has raised $390 million in funding from over seven years of product development from non-recurring engineering, investors, government grants, subsidies and a range of world-class health-tech and technology VCs, strategic investors, and financial institutions.
Rockley will become a publicly traded company on the NYSE under the symbol RKLY and the Company is valued at a pro forma enterprise value of $1.2 billion.
SUBSEQUENT EVENT: 8-k 5/26/21
On May 20, 2021, SC Health terminated the Forward Purchase Agreement, by and among SC Health and SC Health Holdings Limited (the “Sponsor”), dated as of July 11, 2019, without liability or further obligation of SC Health or the Sponsor.
TRANSACTION OVERVIEW
The transaction is expected to deliver up to $323 million of gross proceeds to the combined company, including the contribution of up to $173 million of cash held in SC Health’s trust account. The combination is further supported by a $150 million PIPE. Proceeds of the transaction will support the Company’s continued growth through ongoing product development in close collaboration with its initial customers.
Existing Rockley shareholders will roll 100% of their equity into the combined company. The transaction, which has been unanimously approved by SC Health’s board of directors and the independent directors of Rockley’s board of directors, is expected to close in the second quarter of 2021
PIPE
- $150 million PIPE fully committed at $10.00 per share, with participation from top-tier institutional investors including Senvest Management LLC and UBS O’Connor and participation from Medtronic
WARRANT REDEMPTION
- In connection with the Extension Proposal, each holder of public warrants (other than the Sponsor and its affiliates) will have the right to require the Sponsor to repurchase or cause one of its affiliates to repurchase, at $1.00 per public warrant (exclusive of commissions), their outstanding public warrants in connection with the Extension Proposal (the “Warrant Repurchase”).
- Sponsor deposited cash into an escrow account with J.P. Morgan Chase Bank, N.A. (the “escrow”) in an amount equal to $8,625,000 to use such funds to make payments in connection with the Warrant Repurchase.
- The funds in the escrow account are not held in trust and do not comprise any portion of any pro-rata distribution of the Trust Account.
NOTABLE CONDITIONS TO CLOSE
- The amount of cash actually received by Rockley concurrently with the closing from the PIPE Investments shall be no less than $150,000,000
NOTABLE CONDITIONS TO TERMINATION
- Both parties may terminate agreement if closing has not occurred by December 31, 2021
LOCK-UP
- With respect to the target shareholders, the lock-up period ends 180 days after the closing date
- With respect to the Sponsor, the lock-up period will end on the earlier of (i) 365 days after the Closing Date and (ii) (x) if the closing price of an Ordinary Share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property
COMPANY HOLDERS SUPPORT AGREEMENTS
Certain Rockley shareholders have entered into an agreement to:
- Vote in favor of the transactions contemplated by the Business Combination Agreement, any resolutions proposed at the court meeting and general meeting of the Company shareholders contemplated in the Business Combination Agreement, and take all other necessary and desirable actions reasonably requested by the Company in connection with the transactions contemplated by the Business Combination Agreement or any ancillary agreement
- Vote against certain transactions involving the Company that would reasonably be expected to, among other things, impede or nullify the transactions contemplated by the Business Combination Agreement, any ancillary agreements or the Company Holders Support Agreement, result in a breach of any obligation or agreement of the Company under the Business Combination Agreement or other related agreement, or result in any of the conditions to obligations of the Business Combination Agreement not being fulfilled
SPAC INVESTOR SUPPORT AGREEMENT
SPAC sponsor has entered into an agreement to:
- Be bound by certain transfer restrictions with respect to its shares and warrants in SC Health
- Vote in favor of the transactions contemplated by the Business Combination Agreement and the related transaction proposals contemplated therein
- Vote against certain transactions involving SC Health or against any proposal or agreement that would reasonably be expected to, among other things, impede or nullify the transactions contemplated by the Business Combination Agreement, result in a breach of any obligation or agreement of SC Health under the Business Combination Agreement or ancillary agreements, result in any of the conditions to obligations of the Business Combination Agreement not being fulfilled or change the dividend policy or capitalization of SC Health
ADVISORS
- Cowen and Company LLC is serving as exclusive financial advisor to Rockley
- Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel to Rockley
- BofA Securities is serving as exclusive financial advisor to SC Health
- Ropes & Gray LLP is serving as legal counsel to Rockley
- BofA Securities and Cowen and Company LLC served as placement agents on the PIPE
- Blueshirt Capital Markets also is serving as investor relations advisor to Rockley
MANAGEMENT & BOARD
Executive Officers
AJ Coloma, 38
Chief Executive Officer & Director Nominee
Since January 2019, Mr. Coloma has served as Managing Director—Investments at SINCap, where he focuses on private equity investing in the Asia Pacific region. Since June 2018, Mr. Coloma has acted as Group Head of M&A at FHC, where he is responsible for leading group M&A activities in the healthcare space across the Asia Pacific region. Previously, from October 2016 to January 2019, Mr. Coloma served as Director—Investments at SINCap. Before SINCap, from January 2015 to October 2016, Mr. Coloma served as Director, Investment Banking at Credit Suisse, a multinational investment bank and financial services company. Mr. Coloma previously served as Vice President, Investment Banking at Credit Suisse from January 2012 to December 2014, and as Associate, Investment Banking from July 2008 to December 2011. In his over 10 years of experience in the Asia Pacific region, Mr. Coloma has executed over 50 transactions in excess of $25 billion in total value. Mr. Coloma holds a BS and an MBA from the New York University—Leonard N. Stern School of Business.
Hwei Lynn Lau, 48 [Resigned 2/24/21]
Chief Financial Officer
Since September 2018, Ms. Lau has served as Managing Director and Chief Financial Officer at SINCap, which focuses on private equity investments and real estate. Ms. Lau previously held several senior roles at American International Group, Inc., most recently having served as its Head of Finance & Planning for the Asia Pacific region. Ms. Lau also served as Finance Business Partner for South East Asia and Finance lead for APAC Strategic Investments at AIG. Ms. Lau’s prior experience includes serving as Chief Financial Officer of AIG’s joint venture with People’s Insurance Company of China and, prior to that, Director, Asia for Legal & General Group plc and Head of Asia Pacific for Standard Life Group plc. Ms. Lau has overseen several Asia-based M&A transactions and joint ventures. Ms. Lau holds a BAcc. in Accountancy from the Nanyang Technological University (Singapore) and an MBA from London Business School (United Kingdom). She is a Chartered Accountant of the Institute of Chartered Accountants of Singapore, as well as a Chartered Fellow of the Chartered Institute of Securities and Investments of the United Kingdom.
Eric Teo,, 42 [Appointed 2/24/21]
Chief Financial Officer
Mr. Teo is the Chief Operations Officer and Chief Financial Officer designate for SIN Capital Group Pte Ltd (“SIN Capital”). Prior to SIN Capital, he spent close to three years with Fullerton Healthcare Corporation and held various positions during that period. These include country Chief Financial Officer, Group Finance Director and the latest as Executive Vice President, Group Operations and Strategic Projects. Before Fullerton Healthcare, Mr. Teo was a financial controller with an investment management company, Arisaig Partners. Earlier in his career, Mr. Teo was a senior manager with Ernst & Young, Financial Services practice.
Board of Directors
David Sin, 40
Chairman
In December 2008, Mr. Sin founded the SINCap group of companies, a multi-asset investment group focused on real estate and private investments across Asia, and he has served as the Chief Executive Officer since inception. Mr. Sin is also the Co-Founder, Deputy Chairman and Group President of FHC, a leading vertically integrated healthcare platform in the Asia Pacific region, where he has served as Deputy Chairman since September 2016 and Group President since March 2018. Mr. Sin previously served as Executive Chairman of FHC from 2013 to 2016. Mr. Sin has been instrumental in growing FHC from a Singapore-only business to a pan-regional platform across eight markets in the Asia Pacific region. Before that, he served as an Associate Director of American International Group, Inc. and a Financial Analyst at Goldman Sachs, where he gained experience in investment banking and special situations investing. Mr. Sin is a World Economic Forum Young Global Leader (2018) and a member of the Harvard Business School Global Leaders Circle. Mr. Sin holds a BA in Accounting in Finance from The University of Manchester and an MBA from the Harvard Business School.
Lim Cheok Peng, 72
Director
Dr. Lim possesses more than 40 years of experience in the healthcare sector, both as a medical practitioner and in managing hospital businesses. He has practiced internal medicine and cardiology at Mt. Elizabeth Hospital in Singapore since January 1985 and has been a physician at Gleneagles Hospital and Parkway East Hospital since January 1985 and June 1985, respectively. Dr. Lim currently serves as Vice Chairman of Cotec Healthcare, a Vietnamese hospital developer and subsidiary of the Vietnamese real estate firm Cotec Group. From 2011 to 2013, Dr. Lim served as the Managing Director of IHH Healthcare Berhad, a Malaysian-Singaporean private healthcare group focused on upmarket health services, and Asia’s largest private healthcare group. From 2000 to 2010, he served as Managing Director and Chief Executive Officer of Parkway Holdings Limited. Previously, from 1990 to 2000, he served as Executive Director of Parkway Group Healthcare Pte. Ltd. Both Parkway entities are subsidiaries of IHH Healthcare Berhad. Dr. Lim was instrumental in Parkway’s and IHH Healthcare’s expansion of their healthcare businesses in the Asia Pacific region, as well as in the Middle East and Turkey. Dr. Lim led a host of significant transactions, including the acquisition of Mount Elizabeth Hospital and East Shore Hospital (now Parkway East) as well as the Shenton Medical Group in Singapore in 1995, the acquisition of a control stake in Pantai Holdings Berhad in Malaysia in 2005, the acquisition of a control stake in The World Link Group in China in 2006 and the acquisition of a control stake in Acibadem Holdings in Turkey in 2011. He was also instrumental to several key projects during his tenure at Parkway / IHH, including the redevelopment of Gleneagles Hospital in Singapore from 1989 to 1994, the construction and commissioning of Gleneagles Kolkata in India in 2003 and the launch of Mount Elizabeth Novena in Singapore in 2009.
Dr. Lim was a Member of the Singapore Medical Council from 2006 to 2013 and was presented with the Singapore Medical Association Merit Award in 2013 for his significant contributions to the medical profession and his social service to the community in Singapore. He is now a member of the Singapore Medical Council’s Disciplinary Tribunal. He is a Member of the Royal College of Physicians of the United Kingdom. He has also received a Diploma of Fellowship from the Royal College of Physicians and Surgeons of Glasgow and the Royal College of Physicians and Surgeons of Edinburgh. Dr. Lim sits on the boards of over a dozen companies in Singapore, Malaysia, Hong Kong and Taiwan. He holds a Bachelor of Medicine and Surgery and a Master of Medicine in Internal Medicine from the University of Singapore.
Frank Lavin, 61
Director
In 2010, Mr. Lavin founded Export Now, a U.S. firm that operates e-commerce stores in China for international brands, where he serves as Chief Executive Officer. Mr. Lavin previously served as Under Secretary for International Trade at the U.S. Department of Commerce from 2005 to 2007. Before that, Mr. Lavin served as U.S. Ambassador to Singapore from 2001 to 2005. In addition to those roles in government, he served in senior finance and management positions in Hong Kong and Singapore with Edelman, Bank of America and Citibank. Previously, Mr. Lavin served in the George H.W. Bush and Reagan Administrations, working in the Department of Commerce, Department of State, National Security Council and the White House. He served as Director of the White House Office of Political Affairs from 1987 to 1989. Mr. Lavin currently serves as Chairman of the International Council of the National University of Singapore School of Medicine and on the Board of Directors of Advanced MedTech Holdings, a medical technologies company. He is a Fellow of the Singapore Institute of Directors. Mr. Lavin holds a BS from the School of Foreign Service at Georgetown University, an MS in Chinese Language and History from Georgetown, an MA in International Economics from the School of Advanced International Studies at Johns Hopkins University and an MBA in Finance from the Wharton School of the University of Pennsylvania.
Suresh Marimuthu, 52
Director
Since June 2016, Mr. Marimuthu has served as Chief Financial Officer and Adviser to the SJ Family office, which is involved in investment properties and technology business. Previously, from May 2008 to May 2016, Mr. Marimuthu served as M&A Transaction Services Partner for Singapore and Southeast Asia (SEA) at Deloitte & Touche, LLP, a professional services firm. Before Deloitte, he held various positions at PricewaterhouseCoopers (PwC) from June 1990 to April 2008. Mr. Marimuthu holds a Bachelor of Commerce from Murdoch University Australia and holds a CPA—Certified Practicing Accountants Australia, a CA—Malaysian Institute of Chartered Accountants and a CA—Institute of Singapore Chartered Accountants.