The Oncology Institute of Hope and Innovation entered into a definitive agreement to acquire DFP Healthcare Acquisitions Corp. (NasdaqCM:DFPH) for approximately $970 million in a reverse merger transaction on June 28, 2021. The transaction values the combined company at a pro forma enterprise value of approximately $842 million and implies a multiple of 2.4x estimated 2022 revenue. The current equity holders of The Oncology Institute, which include Management, Havencrest Capital Management, M33 Growth, and ROCA Partners, will be entitled to receive an additional earn out payment of up to 12.5 million shares of The Oncology Institute common stock. In addition to the approximately $230 million held in the DFP Trust Account, premier healthcare investors, including Fidelity Management & Research Company LLC, Deerfield Management Company, L.P. and Redmile Group, LLC have committed to purchase $275 million of shares of common stock of the Company at $10 per share through a private placement in public entity (a “PIPE”). Assuming no redemptions of DFP public shares, the current equity holders of The Oncology Institute will collectively own 48%, Deerfield will own approximately 14%, other DFP stockholders (including other PIPE investors) will own 33%, and DFP's sponsor will own 5% respectively of the approximately 106 million issued and outstanding shares of common stock of The Oncology Institute immediately following the closing. Following the business combination, DFP expects to be renamed The Oncology Institute and TOI Common Stock and Public Warrants shall continue to be listed on Nasdaq under the ticker symbols “TOI” and “TOIIW,” respectively. The Oncology Institute's management team will be comprised of seasoned healthcare industry professionals, led by Chief Executive Officer Brad Hively, Chief Operating Officer Daniel Virnich, Chief Medical Officer Yale Podnos, Chief Administrative Officer Matt Miller, and Chief Financial Officer Scott Dalgleish. Richard Barasch will become Executive Chairman of The Oncology Institute upon closing of the business combination.

The shares of Acquirer Class A Common Stock to be issued in connection with the Mergers and the other Transactions shall have been approved for listing on Nasdaq. The transaction is subjected to regulatory authorities and HSR Act approvals. The Acquirer Stockholder Approval shall have been duly obtained in accordance with the General Corporation Law of the State of Delaware. The business combination is subject to customary conditions, including the approval by DFP stockholders. The business combination has been approved by the board of directors of DFP and The Oncology Institute. The shareholders of DFP Healthcare Acquisitions Corp.'s meeting is schedule on November 12, 2021. The transaction was approved at a special meeting of DFP's stockholders on November 12, 2021. The business combination is expected to close in the third or fourth quarter of 2021. Jefferies LLC is acting as lead financial advisor and Guggenheim Securities, LLC is acting as financial advisor to The Oncology Institute. Deutsche Bank Securities Inc. and UBS Investment Bank are acting as financial advisors to DFP. Steven Stokdyk, Brent Epstein and Brian Duff of Latham & Watkins LLP is acting as legal advisor to The Oncology Institute, Joel Rubinstein and Bryan J. Luchs of White & Case LLP and Polsinelli PC are acting as legal advisors to DFP, and Katten Muchin Rosenman LLP is acting as legal advisor to Deerfield Management Company. Morrow & Co., LLC acted as information agent for DFP and paid a service fee of $30,000. Daniel A. O'Shea and Keith DeLeon of Sidley Austin LLP Represented Deutsche Bank Securities Inc.

The Oncology Institute of Hope and Innovation completed the acquisition of DFP Healthcare Acquisitions Corp. in a reverse merger transaction on November 12, 2021.