- LumiraDx’s innovative diagnostic testing Platform has been in
development since 2014 and is designed to offer a broad menu of
tests with lab-comparable performance at a low cost and with
results in less than 12 minutes at the point of care
- This transaction will drive LumiraDx’s pipeline of 30+ assays
across common health conditions including infectious disease,
cardiovascular disease, diabetes, and coagulation disorders to
address a $50+ billion global market opportunity with LumiraDx
Platform
- Company to be led by existing CEO Ron Zwanziger and a core
group of executives who founded and grew other point of care
diagnostic companies later sold for more than $10 billion
- High sensitivity COVID-19 antigen test currently being deployed
globally in partnership with governments, health systems, retail
chains and global health foundations to meet the urgent global
health needs. COVID-19 Antibody, INR, and D-Dimer tests are
available under CE Mark in Europe
- Key customers include CVS Pharmacy, the National Health Service
in the UK, and The Bill and Melinda Gates Foundation
- No existing LumiraDx shareholders are selling as part of the
transaction and all proceeds will be used to fund growth
- Estimating 2021 revenue of $600 million - $1 billion, up from
$139 million in 2020
- Current global manufacturing production of >1,000 Platforms
per week, capacity of more than 15 million tests per month and
ramping significantly, since September 2020 more than 13,000
instruments have been shipped to over 60 countries
- LumiraDx also announced that it has secured $400 million in new
debt financing, $300 million funded senior loan facility and a
commitment letter for up to a $100 million for an asset-based
revolving credit facility to further support its growth strategy
and commercial ramp
- The pro forma enterprise value of the combined company is
approximately $5.0 billion
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.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210406006194/en/
LumiraDx Platform and Test Strip (Photo:
Business Wire)
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
Advisors
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.
Additional Information
About LumiraDx
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/.
Forward-Looking Statements
Certain statements in this press release may be considered
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or CAHC’s or LumiraDx’s future financial or
operating performance. For example, projections of future revenue,
total addressable market and other metrics are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict” or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from those expressed or implied by such
forward-looking statements. These forward-looking statements are
based upon estimates and assumptions that, while considered
reasonable by CAHC and its management, and LumiraDx and its
management, as the case may be, are inherently uncertain. Factors
that may cause actual results to differ materially from current
expectations include, but are not limited to: 1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive merger agreement with respect to
the business combination; 2) the outcome of any legal proceedings
that may be instituted against CAHC, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; 3) the inability to
complete the business combination due to the failure to obtain
approval of the securityholders of CAHC or LumiraDx, to obtain
financing to complete the business combination or to satisfy other
conditions to closing; 4) changes to the proposed structure of the
business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; 5) the
ability to meet the Nasdaq’s listing standards following the
consummation of the business combination; 6) the risk that the
business combination disrupts current plans and operations of
LumiraDx as a result of the announcement and consummation of the
business combination; 7) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers, manufacturers and suppliers and
retain its management and key employees; 8) costs related to the
business combination; 9) changes in applicable laws or regulations;
10) the possibility that LumiraDx or the combined company may be
adversely affected by other economic, business and/or competitive
factors; 11) LumiraDx’s estimates of its financial performance; and
12) other risks and uncertainties set forth in the section entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in CAHC’s Registration Statement on form S-1 filed with
the SEC on January 8, 2021 and the registration statement on Form
F-4 and proxy statement/prospectus discussed below. Nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such forward
looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. Neither CAHC nor LumiraDx undertakes any duty
to update these forward-looking statements, except as otherwise
required by law.
Use of Projections
This press release contains financial forecasts of LumiraDx,
namely LumiraDx’s projected revenue for 2021. Neither LumiraDx’s
independent auditors, nor the independent registered public
accounting firm of CAHC, audited, reviewed, compiled or performed
any procedures with respect to the projections for the purpose of
their inclusion in this press release, and accordingly, neither of
them expressed an opinion or provided any other form of assurance
with respect thereto for the purpose of this press release. These
projections should not be relied upon as being necessarily
indicative of future results. The projected financial information
contained in this press release constitutes forward-looking
information. The assumptions and estimates underlying such
projected financial information are inherently uncertain and are
subject to a wide variety of significant business, economic,
competitive and other risks and uncertainties that could cause
actual results to differ materially from those contained in the
prospective financial information. See “Forward-Looking Statements”
above. Actual results may differ materially from the results
contemplated by the projected financial information contained in
this press release, and the inclusion of such information in this
press release should not be regarded as a representation by any
person that the results reflected in such projections will be
achieved.
Additional Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, LumiraDX
intends to file with the SEC a registration statement on Form F-4
containing a preliminary proxy statement of CAHC and a preliminary
prospectus of LumiraDx, and after the registration statement is
declared effective, CAHC will mail a definitive proxy
statement/prospectus relating to the proposed business combination
to its shareholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. CAHC’s shareholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the proposed business combination, as these materials will
contain important information about LumiraDx, CAHC and the proposed
business combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to shareholders of CAHC as of a
record date to be established for voting on the proposed business
combination. Such shareholders will also be able to obtain copies
of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to CA Healthcare
Acquisition Corp., 99 Summer Street, Suite 200 Boston, MA
02110.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the 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 U.S. Securities Act of 1933, as
amended.
Participants in the Solicitation
CAHC and its directors and executive officers may be deemed
participants in the solicitation of proxies from CAHC’s
shareholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in CAHC is contained in CAHC’s
Registration Statement on form S-1 filed with the SEC on January 8,
2021, which is available free of charge at the SEC’s website at
www.sec.gov. Additional information regarding the interests
of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available.
LumiraDx and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of CAHC in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination when
available.
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version on businesswire.com: https://www.businesswire.com/news/home/20210406006194/en/
Media US: Travis Kruse, Ph.D. tkruse@apcoworldwide.com +1
949 648 7286 Media UK: Tiwa Adebayo
tadebayo@apcoworldwide.com +44 7741 144 511 Investor:
Aman Patel, CFA IR@lumiradx.com +1 443 450 4191
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