Senior Connect Acquisition Corp. I (“Senior Connect” or the “Company”), a publicly traded special purpose acquisition company, has announced today that it has entered into a non-binding letter of intent (“LOI”) for a business combination with Avellino Lab USA, Inc. (“Avellino”). Avellino, a leader in precision medicine, is making a global impact in genetics and bringing innovative diagnostics, therapies, and AI-driven data processing to patient care.
Under the terms of the LOI, the Company and Avellino would become a combined entity, with Avellino’s existing equityholders exchanging their shares in Avellino for equity in the combined public company. The Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected early in the first quarter of 2023.
No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to board and equityholder approval of both companies, regulatory approvals and other customary conditions.
Avellino is a genetics-based diagnostics and research company, advancing precision health using machine learning to unlock the potential for research, development and commercialization of diagnostics and therapeutics. The primary driver of its business is the aggregation, curation, and deep analysis of vast amounts of genetic data to provide solutions for early detection of disease states in the areas of ophthalmology, oncology and infectious disease. Avellino’s business has a strong track record of diagnosing genetic conditions, initially focused on corneal dystrophies and other inherited diseases in ophthalmology. In addition to expertise in ophthalmology, Avellino is developing a non-invasive early cancer diagnostic derived from whole blood, saliva or tissue samples.
Senior Connect Acquisition Corp. I is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.
The Company has mailed to its stockholders of record as of November 7, 2022 a definitive proxy statement (the “Extension Proxy Statement”) for a special meeting of stockholders to be held on December 9, 2022 to approve an extension of time for the Company to complete an initial business combination from December 15, 2022 to December 15, 2023 or such earlier date as is determined by the Company’s Board of Directors (the “Extension Proposal”). Stockholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request to: Senior Connect Acquisition Corp. I, 7114 East Stetson Drive, Suite 400 Scottsdale, AZ 85251. The Extension Proxy Statement can also be obtained, without charge, at the website of the U.S. Securities and Exchange commission (the “SEC”) at www.sec.gov.
If a legally binding definitive agreement with respect to the proposed business combination is executed, the Company intends to file a registration statement on Form S-4 that will include a proxy statement with respect to a stockholder meeting of the Company to vote on the proposed business combination and a prospectus with respect to the Company’s securities to be issued in connection with the proposed business combination (a “Deal Proxy Statement”). After the Form S-4 registration is declared effective, the definitive Deal Proxy Statement to be included in the registration statement will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed transaction. Stockholders also will be able to obtain a copy of the Deal Proxy Statement, without charge, by directing a request to: Senior Connect Acquisition Corp. I, 7114 East Stetson Drive, Suite 400 Scottsdale, AZ 85251. The Deal Proxy Statement can also be obtained, without charge, at the SEC’s website at www.sec.gov.
The Company urges investors, stockholders and other interested persons to read the Extension Proxy Statement and, when available, the preliminary Deal Proxy Statement, as well as other documents filed with the SEC because these documents do and will contain important information about the Company, the Proxy Extension Proposal, the potential target company and the proposed transaction.
The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on April 15, 2022. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the potential transaction will be set forth in the Deal Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Senior Connect Acquisition Corp. I