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Summary of Business Combination
The Business Combination values the Combined Company at a pro forma equity value of approximately $1.6 billion. Pursuant to the Business Combination, the Combined Company is expected to have approximately $450 million of net cash on its balance sheet upon the closing of the transaction. This includes approximately $400 million in gross proceeds from a combination of approximately $276 million in cash held in Thimble Point’s trust account, assuming no Thimble Point shareholders exercise their redemption rights at closing, and approximately $125 million, at $10.00 per share, from a fully committed PIPE with participation from leading healthcare and technology investors, including 5AM Ventures, Arboretum Ventures, Blue Water Science Advisors, LLC, dRx Capital (Novartis Pharma AG), The Eleven Fund, FORTH Management, Health Innovation Capital (HIC), JAZZ Venture Partners, a leading integrated delivery network, Neuberger Berman funds, Palantir, Pilot House, Pritzker Vlock Family Office, QUAD Investment Management, Sarissa Capital, Shanda Group, SoftBank Vision Fund 2, Temasek, and Trustbridge Partners.
As a result of this broad support, the PIPE offering was oversubscribed, and it was upsized from $100 million to $125 million. All existing Pear equity holders will roll the entirety of their equity holdings into the Combined Company and are expected to hold approximately 72% of the issued and outstanding equity of the Combined Company immediately following the closing.
Net proceeds from the Business Combination will be used to further capitalize Pear’s category-leading position by investing in commercialization of Pear’s three FDA-authorized products, advancing Pear’s pipeline, and scaling its end-to-end platform.
The Combined Company’s board of directors will be initially comprised of seven directors, including four of Pear’s current directors plus one director designated by Thimble Point Acquisition Corp. Thimble Point’s designee is Jorge Gomez, the current CFO at Dentsply Sirona, the world’s largest manufacturer of professional dental products and technologies, and former CFO at Cardinal Health, one of the largest distributors of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities.
The Business Combination was unanimously approved by each of Thimble Point’s Board of Directors and Pear’s Board of Directors, and is expected to be completed in the second half of 2021. The Business Combination will be subject to approval by Thimble Point’s shareholders and satisfaction or the waiver of the closing conditions identified in the Business Combination Agreement.
Advisors
BofA Securities and Citi are acting as financial advisors to Pear and placement agents on the PIPE Transaction. BTIG and Chardan are serving as co-advisors. Citi and Cowen are serving as a capital markets advisors to Pear. Goodwin Procter LLP and Foley Hoag LLP are acting as legal advisors to Pear. Shearman & Sterling LLP is acting as legal advisor to the placement agents.
Credit Suisse is acting as financial advisor to Thimble Point. Sullivan & Cromwell LLP is acting as legal advisor to Thimble Point.