One Medical expands member-based, technology-powered main care mannequin to each stage of life, and extends into full-risk Medicare reimbursement fashions

Positions One Medical to ship higher well being, higher care, and decrease prices throughout a mixed 28 markets and past

SAN FRANCISCO, June 07, 2021 (GLOBE NEWSWIRE) — 1Life Healthcare, Inc. (One Medical) (Nasdaq: ONEM), a number one human-centered and technology-powered main care group, right this moment introduced it has entered right into a definitive settlement to amass Iora Well being, a human-centric, value-based main care group with built-for-purpose know-how centered on serving Medicare populations, in an all-stock transaction valued at roughly $2.1 billion.

“We’re delighted to announce plans to mix with Iora Well being, a technology-powered main care chief delivering excellent member-based, value-based take care of adults 65+ enrolled in Medicare Benefit and different at-risk reimbursement fashions. Collectively we’ll broaden our addressable market to serve extra members in additional geographies with digital and in-person care throughout each stage of life, with additional capabilities to ship care inside full-risk fashions. Along with Iora Well being, we are able to ship higher well being, higher care, and decrease prices for youngsters, adults, and seniors,” mentioned Amir Dan Rubin, Chair & CEO of One Medical.

“Chris McKown and I based Iora Well being over 10 years in the past to construct an revolutionary main care mannequin that transforms lives and improves outcomes by way of relationship-based care, and we’re excited to take this subsequent thrilling step with One Medical,” mentioned Rushika Fernandopulle, M.D., MPP, Co-Founder and Chief Government Officer of Iora Well being. “Collectively, with our aligned cultures, shared mission, and complementary fashions, we are able to drive even better impression for our sufferers, our groups, and our traders, and most significantly, our shared imaginative and prescient of remodeling healthcare.”

One Medical and Iora Well being are aligned of their missions, fashions, and cultures to rework healthcare for key stakeholders — Shoppers, Employers and Payers, Suppliers, and Well being Networks. Collectively, the 2 corporations can additional speed up and construct upon their impacts for these stakeholders, whereas concurrently increasing their fashions in current markets, coming into new markets, serving new populations, increasing full-risk fashions, and leveraging their purpose-built applied sciences for elevated development and scale.

Strategic and monetary advantages of the transaction embody:

  • Creates a premier nationwide member-based, technology-powered main care platform to ship higher well being, higher care, and decrease prices throughout Business and Medicare populations;
  • Positions One Medical with Iora Well being to advance the well being of members throughout each stage of life;
  • Extends One Medical’s platform to ship multi-modal care with 24/7 nationwide digital well being and in-person care throughout a mixed 28 markets and past;
  • Expands potential market alternative to $870 billion throughout Business and Medicare segments, together with the brand new Medicare Direct Contracting program;
  • Enhances One Medical’s risk-taking capabilities and extends One Medical into full-risk Medicare reimbursement fashions;
  • Amplifies the ability of purpose-built applied sciences to ship premier member experiences, inhabitants well being, supplier help, and value-based care throughout each stage of life;
  • Accelerates the growth of two high-growth organizations, with complementary cultures and fashions serving as a premier place to follow modernized healthcare; and,
  • Gives a possibility to create vital worth, with an anticipated $350+ million in annual income synergies by 2025, ~$30 million in annual internet value synergies by 2025, and with ~$30 million in cumulative capex financial savings by way of 2025.

“One Medical has confirmed its capacity to drive worthwhile membership development, interact with members, enhance well being outcomes and decrease prices. I’m excited on the prospect of making much more differentiation by including Iora Well being’s Medicare-focused capabilities, increasing our attain to twenty-eight markets, and providing our service expertise to the mother and father and grandparents of our 598 thousand members,” mentioned Bjorn Thaler, Chief Monetary Officer, One Medical.

Management and Governance

A designee of Iora Well being will be a part of the One Medical Board and Rushika Fernandopulle will change into One Medical’s Chief Innovation Officer.

Transaction Particulars

Beneath the phrases of the settlement, Iora Well being shareholders will obtain 56.1 million shares of One Medical widespread inventory. Based mostly on the closing share worth of One Medical’s widespread inventory of $35.59 on June 4th, 2021, the entire transaction is valued at roughly $2.1 billion. Upon completion of the transaction, Iora Well being shareholders are anticipated to personal roughly 26.75% of the mixed firm.

The transaction is predicted to shut in late Q3 or This autumn of 2021 and is topic to customary closing circumstances, together with approval by One Medical and Iora Well being stockholders and receipt of regulatory approval.

Advisors

Morgan Stanley & Co. LLC served as unique monetary advisor to One Medical and Cooley LLP served as authorized advisor.

Credit score Suisse served as unique monetary advisor to Iora Well being and Skadden, Arps, Slate, Meagher & Flom LLP served as authorized advisor.

Convention Name Particulars

One Medical will host a convention name at 5:00 a.m. (PT) / 8:00 a.m. (ET) on Monday, June 7, 2021, to debate this transaction. A reside audio webcast and a supplemental presentation will likely be out there on-line at https://investor.onemedical.com. The convention name may also be accessed by dialing 1-800-258-1651 for U.S. contributors, or 1-612-979-9928 for worldwide contributors, and referencing convention ID 2077477. A replay of the decision will likely be out there through webcast for on-demand listening shortly after the completion of the decision, on the identical net hyperlink, and can stay out there for about 90 days.

Out there Info

Extra info is accessible at https://onemedical.com/announcing-iora. One Medical intends to make use of its Firm web site (together with its Investor Relations web site) in addition to its Fb, Twitter and LinkedIn accounts as a way of revealing materials private info and for complying with its disclosure obligations below Regulation FD.

Extra Info and The place to Discover It

One Medical plans to file with the SEC, and the events plan to furnish to the safety holders of Iora Well being and One Medical, a Registration Assertion on Kind S-4, which is able to represent a prospectus and proxy assertion of One Medical and can embody an info assertion of Iora Well being, in reference to the proposed Merger, known as a proxy assertion/prospectus, whereupon the separate company existence of Merger Sub shall stop and Iora Well being shall proceed because the surviving company of the Merger as a direct wholly owned subsidiary of One Medical. The proxy assertion/prospectus described above will include necessary details about One Medical, Iora Well being, the proposed Merger and associated issues. A proxy assertion/prospectus will likely be despatched to all One Medical stockholders. One Medical additionally will file different paperwork relating to the proposed transaction with the SEC. Earlier than making any voting determination, traders and safety holders of One Medical are urged to learn the registration assertion, proxy assertion/prospectus and all different related paperwork filed or that will likely be filed with the SEC in reference to the proposed Merger as they change into out there as a result of they’ll include necessary details about the proposed Merger.

Traders and safety holders will be capable of receive free copies of those paperwork, and different paperwork filed with the SEC, by One Medical by way of the web site maintained by the SEC at www.sec.gov. As well as, traders and safety holders will be capable of receive free copies of those paperwork from One Medical by contacting One Medical’s Investor Relations by e-mail at investor@onemedical.com, or by going to the One Medical net web page at https://investor.onemedical.com and clicking on the hyperlinks titled “Monetary Info” and “Investor Providers.”

Individuals within the Solicitation

The respective administrators and govt officers of One Medical and Iora Well being could also be deemed to be contributors within the solicitation of proxies from One Medical’s stockholders and written consents from the safety holders of Iora Well being in reference to the proposed Merger. Info relating to the pursuits of those administrators and govt officers within the transaction described herein will likely be included within the proxy.

Ahead-Trying Statements

This press launch accommodates specific and implied forward-looking statements throughout the that means of the Personal Securities Litigation Reform Act of 1995, which embody, however should not restricted to, statements relating to anticipated timing, completion and results of the proposed Merger. All statements contained on this press launch apart from statements of historic details, together with enterprise technique and plans and aims for future operations, are forward-looking statements. The phrases “anticipate,” “imagine,” “proceed,” “estimate,” “anticipate,” “intend,” “can”, “could,” “assume,” “challenge,” “will,” “plan,” and related expressions are meant to establish forward-looking statements. These forward-looking statements are topic to a variety of dangers and uncertainties, and you shouldn’t rely on the forward-looking statements as predictions of future occasions. The long run occasions and developments mentioned on this presentation could not happen and precise outcomes might differ materially and adversely from these anticipated or implied within the forward-looking statements on account of uncertainties, dangers, and modifications in circumstances, together with however not restricted to dangers and uncertainties associated to: the flexibility of the events to consummate the proposed Merger, satisfaction of closing circumstances precedent to the consummation of the proposed Merger, potential delays in consummating the Merger, the flexibility of One Medical to well timed and efficiently obtain the anticipated advantages and potential synergies of the Merger and the impression of well being epidemics, together with the COVID-19 pandemic, on the events’ respective companies and the actions the events could absorb response thereto; the power of the One Medical model; member satisfaction with our companies and help; anticipated membership development and income potential from our members; our capacity to retain members; our capacity to efficiently introduce and drive adoption of recent merchandise; modifications within the pricing we provide our members; {our relationships} with our well being community companions and enterprise shoppers and any modifications to, lodging in or terminations of our contracts with the well being community companions or enterprise shoppers; our capacity to enhance value of care and margins, together with timing and bills of recent workplace openings and entry into new geographic markets; modifications in legal guidelines or laws; our involvement in litigation, together with medical malpractice claims and shopper class actions; any governmental investigations or inquiries into our enterprise and operations or challenges to {our relationships} with the One Medical PCs below the executive companies agreements; our strategic plan; our monetary outlook; our focus areas for funding and our investments; bulletins by us or our rivals of enterprise or strategic developments; and our general enterprise trajectory. Besides to the extent required by regulation, One Medical doesn’t undertake to replace any of those forward-looking statements after the date of this press launch to adapt these statements to precise outcomes or revised expectations. A dialogue of things that will have an effect on future outcomes, together with below the heading titled “Danger Components”, is contained in One Medical’s SEC filings, together with the newest Annual Report on Kind 10-Okay and Quarterly Report on Kind 10-Q, which can be accessed at www.sec.gov.

This press launch could embody sure non-GAAP monetary measures as outlined by SEC guidelines. As a result of not all corporations calculate non-GAAP monetary info identically (or in any respect), the shows herein might not be akin to different equally titled measures utilized by different corporations. Additional, such non-GAAP monetary info needs to be thought of along with, and never as superior to or as an alternative choice to, the historic consolidated monetary statements ready in accordance with GAAP.

About One Medical

One Medical is a membership-based and technology-powered main care platform with seamless digital well being and alluring in-office care, handy to the place folks work, store, reside, and click on. Our imaginative and prescient is to thrill hundreds of thousands of members with higher well being and higher care whereas decreasing prices. Our mission is to rework well being take care of all by way of our human-centered, technology-powered mannequin.

Headquartered in San Francisco, 1Life Healthcare, Inc. is the executive and managerial companies firm for the affiliated One Medical physician-owned skilled firms that ship medical companies in-office and nearly. 1Life and the One Medical entities do enterprise below the “One Medical” model.

About Iora Well being

Iora Well being is constructing a special sort of well being system to ship excessive impression relationship-based care. With a mission to revive humanity to well being care and a objective to rework healthcare general, Iora Well being’s care mannequin supplies extraordinary service to sufferers to make sure improved well being outcomes whereas decreasing general well being prices. Our sufferers get pleasure from the advantages of higher entry to care, office- and non-office-based encounters (e.g. cellphone, textual content messages, and e-mail), an accessible and clear medical file, and sturdy academic choices. Our practices throughout the U.S. get pleasure from the advantages of smaller panel sizes, nearer relationships with sufferers, and the chance to guide systemic change in well being care supply whereas working with a real workforce.

One Medical Investor Contact:
Rose Salzwedel, One Medical
Director of Investor Relations
investor@onemedical.com
206-331-2211

One Medical Media Contact:
Kristina Skinner, One Medical
Senior Director of Exterior Communications
press@onemedical.com
650-743-5187

Iora Well being Media Contact:
Kathleen Haley, Iora Well being
Vice President of Communications & Affected person Expertise
kathleen.haley@iorahealth.com
617-545-5284



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