Hyperfine and Liminal’s $580 Million Business Combination with HealthCor Catalio Acquisition Corp.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo and Conyers advised Hyperfine and Liminal Sciences on the deal, while Kirkland & Ellis counseled HealthCor Catalio Acquisition Corp.

Hyperfine, Inc. (Hyperfine), creator of the first U.S. Food and Drug Administration (FDA)-cleared portable magnetic resonance imaging (MRI) device, and Liminal Sciences, Inc. (Liminal), a medical device development company dedicated to non-invasive measurement of key vital signs in the brain, announced their proposed business combination with HealthCor Catalio Acquisition Corp. (Nasdaq: HCAQ), a healthcare-focused special purpose acquisition company (SPAC). The transaction is supported by an oversubscribed $126.1 million private investment in public equity (PIPE) with participation from leading institutional investors and reflects a pro forma enterprise value for the combined company of approximately $580 million. Upon closing, which is expected to take place in the fourth quarter of 2021, the combined company will be renamed Hyperfine, Inc. and begin trading on the Nasdaq stock market under the ticker symbol “HYPR.”

Founded by scientist and serial entrepreneur Dr. Jonathan Rothberg, Hyperfine is an innovative medical technology business with a mission to provide affordable and accessible imaging and monitoring to revolutionize healthcare for people around the world. Hyperfine’s FDA-cleared, commercially available Swoop™ imaging system can be used by healthcare professionals to make fast, effective clinical diagnoses. The easy-to-use interface and portable design make it accessible for use in hospitals, clinics, and other settings outside of the conventional MRI suite. Hyperfine employs a simple subscription-based business model and supports imaging at a fraction of the costly outlay associated with conventional MRI systems.

The Mintz team advising Hyperfine and Liminal is led by Managing Member of Mintz’s Boston Office and Chair of the firm’s Corporate, Tax, Private Client & Immigration Division Michael Fantozzi (Picture), Member and Chair of the firm’s Israel Practice Ran Zioni, and Member John Condon.

Kirkland & Ellis counseled HealthCor Catalio Acquisition Corp. with a team led by corporate partners Debbie Yee, Sean Wheeler and Cephas Sekhar and associates Camille Walker, Jack Chadderdon, Carter Johnston and Tomi Olutoye; capital markets associates Noah Allen, Sarah Byrd and Sam Roberts; executive compensation partners Rob Fowler and Stephanie Jeane and associate David Branham; tax partner David Wheat and associate Nicole Martin; technology & IP transactions partner Shellie Freedman and associate Michael James; and corporate partner Katie Sullivan and associate Charles Inclan.

Partners Matthew Stocker and Jonathon Milne and Counsel Alex Davies of Conyers’ Cayman office advised on the Cayman Islands legal and regulatory aspects of the transaction.

Involved fees earner: Alex Davies – Conyers Dill & Pearman; Jonathon Milne – Conyers Dill & Pearman; Matthew Stocker – Conyers Dill & Pearman; Noah Allen – Kirkland & Ellis; David Branham – Kirkland & Ellis; Sarah Ashley Byrd – Kirkland & Ellis; Jack Chadderdon – Kirkland & Ellis; Robert Fowler – Kirkland & Ellis; R. Charles Inclan – Kirkland & Ellis; Michael James – Kirkland & Ellis; Stephanie Jeane – Kirkland & Ellis; Carter Johnston – Kirkland & Ellis; Nicole Martin – Kirkland & Ellis; Sam Roberts – Kirkland & Ellis; Cephas Sekhar – Kirkland & Ellis; Katie Sullivan – Kirkland & Ellis; Camille Walker – Kirkland & Ellis; Shellie Weisfield Freedman – Kirkland & Ellis; David Wheat – Kirkland & Ellis; Sean Wheeler – Kirkland & Ellis; Debbie Yee – Kirkland & Ellis; John Condon – Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo; Michael Fantozzi – Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo; Ran Zioni – Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo;

Law Firms: Conyers Dill & Pearman; Kirkland & Ellis; Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo;

Clients: HealthCor Catalio Acquisition; Hyperfine; Liminal Sciences, Inc.;

Martina Bellini

Author: Martina Bellini