Social Capital Hedosophia Holdings Corp. III (NYSE: IPOC)
(“SCH”, and after the Domestication as described below, “Clover
Health”) today announced the pending transfer of the listing of its
Class A ordinary shares, par value $0.0001 per share (the “SCH
Class A ordinary shares”) and redeemable warrants (the “SCH
warrants”) from the New York Stock Exchange (“NYSE”) to the Nasdaq
Global Select Market (“Nasdaq”) related to its pending business
combination with Clover Health Investments, Corp. (“Clover”).
Prior to the consummation of the business combination, SCH will
domesticate as a Delaware corporation (the “Domestication”), and in
connection with the business combination, SCH will change its name
to “Clover Health Investments, Corp.” As part of the Domestication,
(1) each of the then issued and outstanding SCH Class A ordinary
shares, will convert automatically, on a one-for-one basis, into a
share of Class A common stock, par value $0.0001 per share, of
Clover Health (the “Clover Health Class A common stock”); (2) each
of the then issued and outstanding SCH warrants will convert
automatically into a redeemable warrant to acquire one share of
Clover Health Class A common stock (the “Clover Health warrants”);
and (3) each of the then issued and outstanding units of SCH that
have not been previously separated into the underlying SCH Class A
ordinary shares and underlying SCH warrants upon the request of the
holder thereof (the “SCH units”) will be cancelled and will entitle
the holder thereof to one share of Clover Health Class A common
stock and one-third of one Clover Health warrant.
Trading is expected to begin on Nasdaq on January 8, 2021 under
the new ticker symbol “CLOV” for the Clover Health Class A common
stock and “CLOVW” for the Clover Health warrants. Until the
Domestication and transfer is complete, the SCH ordinary shares,
warrants and units will continue to trade under the ticker symbols
“IPOC”, “IPOC.WS” and “IPOC.U”, respectively, on NYSE.
The last day of trading on the NYSE is expected to be on January
7, 2021, following the consummation of SCH's pending transaction
with Clover, which is currently expected to occur on January 7,
2021, subject to final shareholder approval at SCH's extraordinary
general meeting on January 6, 2021, and satisfaction of other
customary closing conditions.
No action is required by existing SCH shareholders with respect
to the ticker symbol or exchange listing change.
About Social Capital Hedosophia Holdings Corp. III
Social Capital Hedosophia Holdings Corp. III is a partnership
between the investment firms of Social Capital and Hedosophia.
Social Capital Hedosophia Holdings Corp. III unites technologists,
entrepreneurs and technology-oriented investors around a shared
vision of identifying and investing in innovative and agile
technology companies. To learn more about Social Capital Hedosophia
Holdings Corp. III, visit
www.socialcapitalhedosophiaholdings.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Clover and SCH. This press release does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction, SCH has filed a registration statement on
Form S-4 (as amended, the “Registration
Statement”) with the U.S. Securities and Exchange Commission
(the “SEC”) (File No. 333-249558),
which includes a proxy statement/prospectus, that is both the proxy
statement which has been distributed to SCH’s shareholders in
connection with SCH’s solicitation of proxies for the vote by SCH’s
shareholders with respect to the proposed transaction as described
in the Registration Statement as well as the prospectus relating to
the offer of the securities to be issued to SCH’s security holders
in connection with SCH’s proposed domestication as a Delaware
corporation in connection with the proposed transaction as
described in the Registration Statement. SCH has mailed a
definitive proxy statement/prospectus and other relevant documents
to its shareholders of record as of November 17, 2020, the record
date established for the extraordinary general meeting of
stockholders relating to the business combination. SHAREHOLDERS AND
OTHER SECURITY HOLDERS OF SCH ARE ADVISED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of
the Registration Statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by SCH (when available) through the website maintained by the SEC
at https://www.sec.gov.
The documents filed by SCH with the SEC also may be obtained
free of charge at SCH’s website at
http://www.socialcapitalhedosophiaholdings.com/docsc.html or upon
written request to 317 University Ave, Suite 200, Palo Alto,
California 94301.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Clover and SCH, including
statements regarding SCH’s and Clover’s expectations with respect
to the listing of shares of the post-combination company on Nasdaq.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and 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 but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of SCH’s securities, (ii) the risk that the transaction may not be
completed by SCH’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by SCH, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
Agreement and Plan of Merger (as amended, the “Merger Agreement”),
dated as of October 5, 2020, by and among SCH, Asclepius Merger Sub
Inc. and Clover, by the shareholders of SCH, the satisfaction of
the minimum trust account amount following redemptions by SCH’s
public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third-party valuation in
determining whether or not to pursue the transaction, (v) the
inability to complete the PIPE investment 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 pendency of the
transaction on Clover’s business relationships, operating results
and business generally, (viii) risks that the proposed transaction
disrupts current plans and operations of Clover and potential
difficulties in Clover employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be
instituted against Clover or against SCH related to the Merger
Agreement or the transaction, (x) the ability to maintain the
listing of SCH’s securities on a national securities exchange, (xi)
the price of SCH’s securities may be volatile due to a variety of
factors, including changes in the competitive and highly regulated
industries in which SCH plans to operate or Clover operates,
variations in operating performance across competitors, changes in
laws and regulations affecting SCH’s or Clover’s business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities, and (xiii) the risk of downturns
and a changing regulatory landscape in the highly competitive
healthcare industry. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of the definitive proxy statement/prospectus discussed
above and other documents filed by SCH from time to time with the
U.S. Securities and Exchange Commission (the “SEC”). These filings
identify and address other important 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 put undue reliance on forward-looking statements,
and Clover and SCH assume no obligation and do 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 gives any assurance that either Clover or SCH, or the combined
company, will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201214005214/en/
Clover Health: Media Andy Robinson +1.718. 915.1519
press@cloverhealth.com Investors Whitney Kukulka The Blueshirt
Group investors@cloverhealth.com Social Capital Hedosophia
Holdings Corp. III: Media Sara Evans / Kerry Golds Finsbury
sara.evans@finsbury.com / kerry.golds@finsbury.com +1.917.344.9279
/ +1.646.957.2279 Jonathan Gasthalter / Carissa Felger Gasthalter
& Co. SCH@gasthalter.com
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