Babylon Health ‘Take Private Proposal’ includes London High Court administration request

An added fillip to Babylon Health’s going private under a ‘Take Private Proposal’ is the inclusion of administration in the UK. This was revealed in their 8-K (001-40952) filed on Wednesday with the Securities and Exchange Commission (SEC). It states that the Framework Implementation Agreement ‘contemplates’ that part of the Take Private Proposal will involve the appointment of administrators, the British form of the US Chapter 11 reorganization procedure. Specifically, the Babylon Holdings Limited board will request that administrators be appointed by the High Court in London. These administrators will then supervise the transfer of assets from Babylon Holdings Limited to Babylon Group Holdings Limited and then their sale to the ‘NewCo’ formed after the reorganization by AlbaCore Capital as the Go-Forward Business. Any assets or subsidiaries not transferred will be dissolved along with Babylon Holdings Limited. 

This was not disclosed in the press release or the earnings announcements. Our article yesterday.

The pertinent paragraphs (the last two above ‘Forward Looking Statements’) also reinforce that ordinary Class A shareholders and holders of other equity instruments receive nothing. With the shares on the NYSE trading at $1.19 (1pm EDT 11 May), they are almost there.

One wonders if the NHS and private users of Babylon Health’s apps are aware of this development buried in an 8-K filed in the US.

Hat tip to Ari Gottlieb of A2 Strategy via LinkedIn, who read the 8-K, noticed this in his posting (recommended reading), and has had watch on Babylon for some time.

Canary Care re-emerges as Canary Care Global Ltd, confirms continued operations

imageCanary Care, which entered administration in late August, has been reorganized and continues as Canary Care Global Ltd, remaining in Abingdon. The purchaser in the pre-packaged sale, as Readers learned here, is Lifecycle Software Ltd. Their marketing office sent a release last week confirming their operations. Stuart Butterfield, who answered our inquiries in September, is now managing and technical director. He is quoted in the release: “This is a really positive development for our company. We will continue to provide the Canary Care product and service that our existing customers know and love. Our new owner provides us with the stability and resources to further enhance the Canary Care offering and we’re very excited and optimistic about the future and the opportunity to bring Canary Care to a wider audience.”

The administrator’s latest filing with Companies House is clearly a wrapup of the sale as the best possible outcome for the company. Shareholders included major investor Mercia Fund Management. A quick read of the administrator’s proposal is an object lesson how quickly an insolvency can happen. In section 2, the company went from seeking fresh funding to expand markets in May, having been turned down by Mercia due to their funding criteria, to having an interested buyer who ultimately was not approved by the shareholders by a hairsbreadth, to insolvency by August.

We do wish Canary Care luck with their new ownership and success in this very difficult time for acceptance of –and payment for–telecare and TECS services. Release (PDF) Hat tip to Nicola Hughes of Lifecycle Software