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Upcoming/New CFIUS Filing: SC Health Corp., SIN Capital Group and Rockley Photonics

Acquirer:  SC Health Corp. (Cayman Islands); SIN Capital Group Pte. Ltd. (Singapore)

Acquired:  Rockley Photonics, Ltd. (United Kingdom)

Value:  US$1.2 billion

Industry:  Medical Devices; Healthcare; Consumer Electronics; Integrated Circuits

On March 19, 2021, Rockley Photonics, Ltd., a company incorporated under the laws of England and Wales with operations in California that provides “integrated silicon photonic chips and modules across multiple markets,” announced that it has entered into a definitive agreement to combine with SC Health Corp. (NYSE: SCPE), a publicly traded special purpose acquisition company (“SPAC”), that will result in “Rockley becoming a publicly traded company on the NYSE under the symbol RKLY and values the Company at a pro forma enterprise value of $1.2 billion.”  (Press Release, SC Health Corp. Form 8-K, Ex-99.1, Mar. 19, 2021, SEC Filing.)  “SC Health is a special purpose acquisition company incorporated in the Cayman Islands. SC Health is currently listed on the New York Stock Exchange (NYSE).”  (Id.)  Rockley Photonics has developed a “unique sensing platform, which is positioned to revolutionize consumer health and wellness by enabling continuous, non-invasive monitoring of multi-modal biomarkers such as lactate, glucose, hydration, blood pressure, and core body temperature.” (Id.)  “The Business Combination is not subject to receipt of CFIUS approval.” (SC Health Corp. Form 8-K, Mar. 19, 2021, SEC Filing.)  Certain rights, including “two additional directors designated by SC Health Holdings Limited, a Cayman Islands exempted company limited by shares and [SC Health Corp.’s] sponsor.”  (Id.) “SIN Capital, an investment firm based in Singapore[,] . . . is the sponsor of the SPAC.”  (Transcript of Investor Call, SC Health Corp. Form 8-K, Ex-99.2, Mar. 19, 2021, SEC Filing.)  The parties have agreed to file with CFIUS as soon “as reasonably practicable following the execution” of the agreement.  (Section 9.9(e), Business Combination Agreement and Plan of Merger, SC Health Corp. Form 8-K, Ex-2.1, Mar. 19, 2021, SEC Filing.)

© Copyright 2021 Squire Patton Boggs (US) LLPNational Law Review, Volume XI, Number 161
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