palo alto, calif.-(business wire)-social capital hedosophia holdings corp. iii (nyse: ipoc) (“sch” and, after the domestication and business combination as described below, “clover health”), a publicly traded special purpose buyout company, announced today that at a meeting Extraordinary General Meeting on January 6, 2021, its shareholders voted to approve its proposed business combination (the “Business Combination”) with Clover Health Investments, Corp. (“clover”). Approximately 99.5% of the votes cast at the meeting, representing approximately 65.0% of Sch’s outstanding shares, voted to approve the business combination.
The business combination is expected to close on January 7, 2021, subject to the satisfaction of customary closing conditions. Prior to consummation of the business combination, SCH will be nationalized as a Delaware corporation (the “domestication”) and, in connection with the business combination, will change its name to “Clover Health Investments, Corp.” Trading is expected to begin on the NASDAQ Global Select Market on January 8, 2021, under the new ticker symbol “clov” for Clover Health Class Common Stock and “clovw” for Clover Health Warrants. Until the taming and transfer is complete, Sch common shares, warrants and units will continue to trade under the ticker symbols “ipoc”, “ipoc.ws” and “ipoc.u”, respectively, on NYSE.
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about share capital hedosophia holdings corp. III
share capital hedosophia holdings corp. iii is a partnership between equity investment firms and hedosophia. share capital hedosophia holdings corp. iii unites technology-oriented technologists, entrepreneurs and investors around a shared vision of identifying and investing in innovative and agile technology companies. for more information on share capital hedosophia holdings corp. iii, visit www.socialcapitalhedosophiaholdings.com.
about clover health
clover health is a health technology company with a deeply rooted mission to help its members lead healthier lives. clover uses its proprietary technology platform to collect, structure and analyze health and behavioral data to improve medical outcomes and reduce costs for patients. As a company whose business objectives are fully aligned with the health needs of its members, Clover works with members and their physicians to become a valued partner. This trust is built by proactively identifying people at risk and teaming with clinicians to speed coordination of care while improving health outcomes and reducing avoidable costs. clover has offices in san francisco, jersey city, nashville and hong kong.
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For more information, visit www.cloverhealth.com.
This press release contains certain forward-looking statements within the meaning of the federal securities laws regarding the proposed transaction between clover and sch, including statements regarding the anticipated consummation of the business combination and the related transaction, including the taming de sch and the post-business combination listing of the company’s shares on the nasdaq. these forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan, ” “may”, “should”, “will”, “will”, “continue”, “is likely to result” and similar expressions forward-looking statements are predictions, projections and other statements about future events that are based on expectations and current assumptions and, as a result, are subject to risks and uncertainties.Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, without limitation: (i) the risk that the transaction may not is completed in a timely manner or not completed at all, which may adversely affect the price of sch’s securities, (ii) the risk that the transaction may not be completed by the sch business combination deadline, and the possible impossibility of obtaining an extension of the deadline for the business combination if requested by sch, (iii) the failure to meet the conditions for the consummation of the transaction, (iv) the failure of a third party valuation to determine whether or not to proceed with the transaction, (v) the inability to complete the investment in pipelines in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or negotiation of the transaction in clover’s business relationships, or business results and business generally, (viii) risks that the proposed transaction will disrupt clover’s current plans and operations and potential difficulties in retaining clover’s employees as a result of the transaction, (ix) the outcome of any legal proceedings that may be brought against clover or against sch in connection with the merger agreement or the transaction, (x) the ca ability to maintain the listing of sch securities on a national stock exchange, (xi) the price of sch securities may be volatile due to a variety of factors, including changes in the highly regulated and competitive industries in which they operate. sch plans to operate or clover operates, variations in operating performance among competitors, changes in laws and regulations affecting sch or clover’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts and other expectations after completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of recessions and a changing regulatory landscape in the highly competitive healthcare industry. the above list of factors is not exhaustive. You should carefully consider the above factors and the other risks and uncertainties described in the “Risk Factors” section of the Definitive Proxy Statement/Prospectus filed by Sch with the Securities and Exchange Commission (the “SEC”) on December 14 of 2020, and other documents filed by sch from time to time with sec. These presentations identify and address other significant risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on any forward-looking statements, and Clover and Sch assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. neither clover nor sch warrants that clover or sch, or the combined company, will meet your expectations.
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