In Amendment to the Definitive Merger Agreement Clearday Receives Higher Valuation
San Antonio, Texas, Sept. 05, 2023 (GLOBE NEWSWIRE) -- Clearday, Inc. (OTCQX: CLRD), an innovative longevity technology company using an integrated platform of robotic companion care and AI-driven technology to serve the senior adult care sector, is pleased to announce an amendment to the Definitive Merger Agreement previously signed on April 5, 2023, issued by Viveon Healthcare Acquisition Corporation (NYSE American: VHAQ) (“Viveon”). Viveon confirmed its commitment to the merger and increased Clearday’s valuation. Viveon and Clearday continue to work to close the merger.
James Walesa, CEO of Clearday, said, “This is a great outcome for our shareholders. We met the founders of Viveon in early 2023 and immediately felt the potential and synergies. As health care professionals themselves, Viveon’s team shared our vision of providing leading edge technology to supplement personal care supporting the addressable longevity care market that is estimated to be more than $275 billion. Clearday’s innovative solutions provide better engagement for families and their loved ones. Our solutions have demonstrated a significant reduction in senior falls and anti-anxiety medications in our communities. We believe that Clearday’s innovative solutions, combined with Viveon’s enterprise expertise will open the door to supporting millions of seniors on a daily basis. ”
Our innovative platform of services combined with successful relationships with the Veterans Administration in our Daily Care community resonated significantly with Viveon. The increased understanding of Clearday’s opportunity set across markets led to the company’s being afforded a strategic valuation.
The terms of our business combination improved steadily as Clearday’s true potential was understood by the Viveon team. An initial letter of intent in March 2023 valued the Company at $150 million. The formal definitive agreement In April increased the consideration to $250 million. Further collaboration and analysis have led the Viveon Board to approve an amendment to the definitive agreement on August 28, 2023. The amended agreement increases again the offer to Clearday shareholders to $500 million (plus an additional $50 million earnout incentive).
Walesa went on to say, “The management team at Clearday recognized a number of years ago the opportunity to bring innovative care therapies to an aging population who desire to ‘Age in the Right Place.’ We invested every available resource to arrive at this moment with a group like Viveon. We look forward to this business combination. We believe the true value of the technology will be revealed and understood as we benefit from the exposure of a listing on a major exchange.”
The two companies will now move prudently toward regulatory and shareholder approval of the combination.
About Clearday Inc.
Clearday™ is an innovative longevity healthcare technology company with a modern, hopeful vision for making high-quality care solutions more accessible, affordable, and empowering for aging individuals and their families. Clearday has a decades-long experience in non-acute care through its subsidiary, which operates highly-rated residential memory care and adult daycare communities. Its Longevity Care Platform brings Clearday solutions to people wherever they are. Its platform is at the intersection of telehealth, remote monitoring, and patient engagement — all delivered across mobile, wearable, and robotic endpoints in a Software-as-a-Service (SaaS) and Robotics as a Service (RaaS) model. Learn more about Clearday and its pioneering legislative efforts to bring the “Innovative Cognitive Care Act for Veterans” to Congress at www.myclearday.com/viveon/.
About Viveon Health Acquisition Corp.
Viveon Health Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It is the Company’s intention to pursue prospective targets that are focused on the healthcare sector in the United States and other developed countries.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, Viveon and Clearday intend to file relevant materials with the SEC, including a registration statement on Form S-4 containing a joint preliminary proxy statement/prospectus (the “Form S-4”) with the SEC and after the registration statement is declared effective, each of Viveon and Clearday will mail a definitive proxy statement/final prospectus relating to the proposed business combination to their respective stockholders.
The Form S-4 will include a joint proxy statement to be distributed to (i) holders of Viveon’s common stock in connection with the solicitation of proxies for the vote by Viveon’s stockholders, and (ii) holders of Clearday’s common stock in connection with the solicitation of proxies for the vote by Clearday’s stockholders with respect to the proposed transaction and other matters as described in the Form S-4, as well as the prospectus relating to the offer of securities to be issued to Clearday’s stockholders in connection with the proposed business combination. After the Form S-4 has been filed and declared effective, each of Viveon and Clearday will mail a definitive proxy statement/prospectus, when available, to their respective stockholders. Investors, security holders and other interested parties are urged to read the Form S-4, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Viveon, Clearday and the proposed business combination. Additionally, each of Viveon and Clearday will file other relevant materials with the SEC in connection with the proposed business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. The documents filed by Viveon with the SEC also may be obtained free of charge upon written request to Viveon at: 3480 Peachtree Road NE, 2nd Floor - Suite #112 Atlanta, Georgia 30326. The documents filed by Clearday with the SEC also may be obtained free of charge upon written request to Clearday at: 8800 Village Drive, Suite 106, San Antonio, Texas 78217.
Security holders of Viveon and security holders of Clearday are urged to read the Form S-4 and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this Press Release (this “Press Release”) is not incorporated by reference into, and is not a part of, this Press Release.
Participants in the Solicitation
Viveon and its directors and executive officers may be deemed participants in the solicitation of proxies from Viveon’s stockholders and Clearday’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Viveon will be included in the Form S-4 for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed business combination when available. Information about Viveon’s directors and executive officers and their ownership of Viveon’s common stock is set forth in Viveon’s Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on August 24, 2023, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the direct and indirect interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the SEC’s web site at www.sec.gov.
Clearday and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Viveon and of Clearday in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the Form S-4 for the proposed business combination. Information about Clearday’s directors and executive officers and their ownership in Clearday is set forth in Clearday’s Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on May 25, 2023, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing.
Forward-Looking Statements
Certain statements made in this Press Release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “assume,” “estimate,” “would,” “could,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project,” “outlook” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Press Release regarding: the proposed transactions contemplated by the Merger Agreement, including the benefits of the proposed business combination, integration plans, expected synergies and revenue opportunities; anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, continued expansion of product portfolios and the availability or effectiveness of the technology for such products; the longevity health care sector’s continued growth; and the expected timing of the proposed business combination. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Viveon’s and Clearday’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (2) the institution or outcome of any legal proceedings that may be instituted against Viveon and/or Clearday following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Viveon or Clearday, certain regulatory approvals, or satisfy other conditions to closing in the Merger Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Clearday’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of Viveon’s shares of common stock on the NYSE American following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition and the ability of Clearday to grow and manage growth profitably and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that Clearday may be adversely affected by other economic, business, and/or competitive factors; (12) the amount of redemption requests made by Viveon’s stockholders; and (13) other risks and uncertainties indicated from time to time in the final prospectus of Viveon for its initial public offering dated December 22, 2020 filed with the SEC, Viveon’s Annual Report on Form 10-K, Clearday’s Annual Report on Form 10-K and the Form S-4 relating to the proposed business combination, including those under “Risk Factors” therein, and in Viveon s and Clearday’s other filings with the SEC. The foregoing list of factors is not exclusive and Viveon and Clearday caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Viveon and Clearday do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. Neither Viveon nor Clearday gives any assurance that the combined company will achieve its expectations.
No Offer or Solicitation
This Press Release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This Press Release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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