Babylon Investor Presentation Deck slide image

Babylon Investor Presentation Deck

Transaction Overview Transaction Overview Transaction Overview Valuation 5 Earnout • Babylon to merge with Alkuri in a combined equity value of $4.2BN, with an estimated $540M in cash funded by $230M committed PIPE investment by top-tier institutional investors ● Existing Babylon shareholders will roll 100% of their equity and will own ~84% (1) (2) (3) of the Pro Forma capital outstanding at $10.00 share. Babylon's Founder & CEO will own ~26% economic ownership at closing(1) (2) (3) • ~41M of Babylon Founder & CEO's shares at closing will constitute high-vote shares (4), a further 38.8M earnout shares (3) will carry high-vote rights (4) from closing unless and until redeemed in the event such shares have not satisfied the share price triggers prior to the Relevant Date (5) Completion of transaction is expected by Q3 2021 • Pro Forma Enterprise Value of $3.6BN (5.1x 2022E revenue of $710M) • $540M of Net Cash held on the Pro Forma Balance Sheet • 1.294M Alkuri Sponsor earnout shares(2) (15% of promote shares outstanding) and 40.0M Babylon earnout awards (3) (38.8M high-vote shares (4) and 1.2M equity-linked awards) • All subject to vesting in four equal tranches at $12.50, $15.00, $17.50 and $20.00 per share $M, except share price metrics Illustrative Share Price Pro Forma Shares Outstanding (million) (1) (2) (3) Equity Value Plus: Net Debt / (Net Cash) (6) Enterprise Value TEV /2022E Revenue ($710M) $10.00 416.3 $4,163 (540) $3,623 5.1x Sources & Uses Sources of Funds ($M) Existing Babylon Shareholder Equity(7) Alkuri Cash in Trust Existing Cash on Balance Sheet(8) PIPE Financing Total Sources Uses of Funds ($M) Existing Babylon Shareholder Equity(7) Cash Consideration To Selling Shareholders Est. Fees & Expenses (⁹) Pro Forma Cash to Balance Sheet(6) Total Uses Pro Forma Ownership % @ $10.00 / Share(1), (2), (3) 1.8% Alkuri Sponsor shares 5.5% PIPE Investors 8.3% Alkuri SPAC Shareholders 84.4% Existing Babylon Shareholders $3,515 345 15 230 $4,105 $3,515 50 540 $4,105 Source: Management reporting. Notes: (1) Based on Pro Forma share count of 416.3M which includes 351.5M Babylon rollover equity shares (including the impact of in-the-money options to subscribe for ~15.1M shares, calculated using the Treasury Stock method at $10.00/share), 34.5M Alkuri SPAC shares, 23.0M PIPE investor shares and 7.331M Alkuri Sponsor shares. Babylon Founder & CEO shares reflect shares held by Dr. Ali Parsadoust and related companies and by the Parsa Family Foundation. Number of Pro Forma shares outstanding does not reflect the impact of the Alkuri SPAC warrants, the Alkuri Sponsor warrants, the post-closing Equity Incentive Plan, the 1.294M Alkuri Sponsor earnout shares (described in footnote 2 below), nor the 40.0M Babylon earnout awards (described in footnote 3 below). (2) The Pro Forma share count does not include 1.294M Alkuri Sponsor earnout shares that are subject to the earnout milestones being achieved, except that on a change of control, the Alkuri Sponsor earnout shares will be deemed to have been earned, regardless of whether such milestones have been met. (3) The Pro Forma share count does not include 40.0M Babylon earnout awards. The 38.8M earnout shares issued to Babylon's Founder & CEO will carry no economic rights (i.e. no right to participate on a change of control, accrual but no payment of any declared dividends and no rights on a liquidation, dissolution or winding up and no ability to transfer for value) until the earnout milestones are achieved but will carry voting rights from the closing of the transaction. These 38.8M earnout shares will be high-vote shares, carrying 15 votes per share. The 1.2M earnout awards for the remainder of Babylon management will not be issued and outstanding until following the closing of the transaction and will be awarded as equity-linked securities which will allow them to subscribe for low-vote shares, carrying 1 vote per share. (4) High-vote shares carry 15 votes per share versus 1 vote per share for all other shares in issue at closing. (5) Relevant Date means the fifth anniversary of the six month anniversary of the closing date. (6) $540M of cash proceeds to balance sheet. Pro Forma debt assumed to be zero. (7) 351.5M Babylon rollover equity shares includes the impact of in-the-money options to subscribe for ~15.1M shares, calculated using the Treasury Stock method at $10.00/share. (8) As of 8/31/21, per company forecast. (9) Transaction fees & expenses are estimates.
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