LumiraDx to List on Nasdaq via Merger with CA Healthcare Acquisition Corp (CAHC)
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CA Healthcare Acquisition Corp (Nasdaq: CAHC), a special purpose acquisition company focused on investing in a growth-oriented healthcare company which recently raised $115 million in its initial public offering, today announced a definitive merger agreement with LumiraDx Limited (“LumiraDx”) a next-generation point of care (POC) diagnostics testing company. The combination reflects a value of $5.0 billion for Lumira’s existing equity, before giving effect to the transaction. Since its founding, LumiraDx has raised $700 million in equity capital including investments by Morningside Ventures, U.S. Boston Capital Corporation, The Bill & Melinda Gates Foundation, Petrichor Healthcare Capital Management and other global strategic partners.
LumiraDx has developed its high sensitivity antigen test for COVID-19 on the LumiraDx Platform. The test is currently being used by the National Health Service (NHS) and Boots in the UK, CVS Health in the U.S., a significant number of accident and emergency rooms in Italy and other parts of Europe and is being deployed in partnership with the Bill and Melinda Gates Foundation in a growing number of African countries where access to laboratory diagnostics is limited. The LumiraDx COVID-19 antigen test has received Emergency Use Authorization (EUA) from the U.S. Food and Drug Administration (FDA) and achieved CE Mark. The LumiraDx Platform and COVID-19 antigen tests are also available in Japan and Brazil and being rolled out in more than 60 countries globally.
The LumiraDx Platform menu also includes point of care tests for COVID-19 Antibody, INR and D-Dimer - with high levels of accuracy comparable to central lab-based tests – all of which have achieved CE Mark and are commercially available in Europe. The Platform is designed to go wherever the patient is, whether this is in a hospital, medical office, pharmacy, or in other non-traditional settings such as schools or airports.
“LumiraDx is at the tipping point of driving a transformation in diagnostic testing. This new public recognition will solidify our already growing presence in the point of care testing market,” said Ron Zwanziger, Chairman and CEO of LumiraDx. “COVID-19 has demonstrated how important it is to have rapid and highly accurate diagnostic tests, at mass scale, and available everywhere. It has validated the performance of our Platform and enabled us to partner with governments, health systems, retail chains and other customers to expand testing across community care settings both in high and low-and middle-income countries. This access to increased testing will change the way care pathways are currently practiced, improving patient outcomes and saving human lives.”
“LumiraDx’s next-generation point of care solutions provide a significant opportunity for our shareholders,” said Larry Neiterman, Chairman and CEO of CAHC. “Ron and his management team have decades of entrepreneurial success in innovative diagnostics businesses and the LumiraDx Platform and testing menu offer healthcare providers and other customers major advantages over traditional central labs. LumiraDx has a clear strategy for addressing the large and underpenetrated testing market to increase next-generation POC market share. In the near-term, demand for fast, low-cost COVID-19 tests is driving strong and transformational growth for LumiraDx’s solutions.”
Ron Zwanziger and his proven management team will continue to lead LumiraDx post-transaction. He and a core group of executives founded LumiraDx in 2014 after previously founding and growing a number of successful POC diagnostic companies that were then sold to global healthcare companies for an aggregate consideration of more than $10 billion. The team’s previous leadership experience includes Alere, the industry’s largest point of care testing business, which was sold to Abbott in 2017.
LumiraDx – Next-Generation POC Diagnostics
LumiraDx is headquartered in the UK with R&D and manufacturing centers in Scotland, England and the U.S., and sales and marketing operations across Western Europe, the U.S., Japan, South Africa, Colombia and Brazil. The company has more than 1,200 employees across 17 countries.
The LumiraDx Platform simplifies, scales down, and integrates principles used in lab systems, to deliver accurate results compared to laboratory reference assays across a number of parameters, in a portable, easy-to-use point of care solution. The Platform has been designed to integrate the most commonly used assay technologies such as enzyme, immunoassay, molecular and electrolytes as well as sample types such as swab, saliva, and blood. The multi-channel, low-cost test strips allow for precise control and optimization of each test.
In addition to COVID-19, the Platform can perform tests that are commercially available or in development for other infectious disease, cardiovascular disease, coagulation disorders and diabetes. A number of regulatory submissions to expand the menu of available tests are planned or underway in the U.S., EU, UK, Japan as well as many other countries.
Later this year, subject to regulatory approval or clearance, LumiraDx also plans to launch Amira, a low-cost mass-screening and home testing system for COVID-19, which will support widespread efforts to safely reopen the economy. LumiraDx anticipates the retail price of Amira will be $2-4 per test, significantly lower than many existing COVID-19 tests currently on the market and estimates the incremental market opportunity at $5-15 billion. The company submitted a pre-EUA request to FDA in March 2021 and plans to achieve CE Mark for POC and over-the-counter applications in the fall of 2021.
LumiraDx estimates 2021 revenue of $600 million - $1 billion driven by the LumiraDx Platform usage, geographic expansion and Amira mass screening system.
$400 Million in Newly Secured Financing
LumiraDx also announced today that it has secured two new financing commitments totaling $400 million. BioPharma Credit PLC and its subsidiaries provided a $300 million loan to LumiraDx. In addition, Capital One, National Association has provided a commitment letter for up to $100 million on an asset-based revolving credit facility.
Summary of Merger Transaction
The transaction implies an equity valuation at closing for the combined company of in excess of $5.0 billion. All current LumiraDx shareholders will retain the entirety of their existing holdings in the combined company. The additional capital from the CACH’s cash held in trust, after any redemptions, together with the new financing commitments and cash from operations will provide growth capital to support increasing production, continued R&D activities and commercial and manufacturing expansion.
The combined company will be led by existing CEO Ron Zwanziger and the other Co-Founders, and LumiraDx’s existing board and governance principles will not change. Upon closing of the transaction, LumiraDx and its common shares are expected to trade on Nasdaq under the ticker symbol "LMDX." The transaction is currently expected to close late Q2, early Q3 this year, subject to approval by the securityholders of each of CAHC and LumiraDx and satisfaction of customary closing conditions.
The transaction has been unanimously approved by the Board of Directors of both LumiraDx and CA Healthcare Acquisition Corp.
For a summary of the material terms of the proposed transaction, including a copy of the definitive agreement and investor presentation, please see the Current Report on Form 8-K to be filed today with the U.S. Securities and Exchange Commission (the “SEC”) by CAHC and available at www.sec.gov.
All materials may also be found at https://www.cahcspac.com/investor-relations
Evercore, Inc. and Raymond James & Associates, Inc. are serving as financial advisors to LumiraDx. BTIG, LLC is serving as financial advisor and capital markets advisor to CA Healthcare Acquisition Corp. Fried, Frank, Harris, Shriver & Jacobson LLP and Goodwin Procter LLP are serving as legal advisors to LumiraDx. Sidley Austin LLP is serving as legal advisor to CA Healthcare Acquisition Corp.
LumiraDx was founded in 2014 by a group of entrepreneurs: Ron Zwanziger, our Chairman and Chief Executive Officer; Dave Scott, Ph.D., our Chief Technology Officer; and Jerry McAleer, Ph.D., our Chief Scientist, who have a successful track record in building and scaling diagnostics businesses over three decades, including at companies such as Medisense, Inc., Inverness Medical Technology Inc. and Alere Inc. The company is supported by institutional and strategic investors including the Bill & Melinda Gates Foundation, Morningside Ventures, U.S. Boston Capital Corporation, and Petrichor Healthcare Capital Management. Based in the UK and supported by its worldwide affiliates to provide access in all major markets, LumiraDx has more than 1,200 employees worldwide.
LumiraDx develops, manufactures and commercializes an innovative point of care diagnostic Platform. The LumiraDx Platform is designed to deliver lab comparable diagnostic results at the point of care in minutes. It is designed to be affordable and accessible for healthcare providers globally, and to strengthen community-based healthcare.
Further information on LumiraDx and the LumiraDx Platform is available at www.lumiradx.com
About CA Healthcare Acquisition Corp.
CA Healthcare Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information, visit www.cahcspac.com/.
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