- Revised transaction terms adjust LumiraDx’s pro forma valuation
for the combined group from $5 billion to $3 billion (excluding
$115 million raised by CA Healthcare Acquisition Corp (“CAHC”) in
its initial public offering).
- Terms establish a more attractive entry point for investors,
and a highly compelling investment thesis on an absolute and
relative basis
- Factors considered in revising the valuation include: the
recent market environment for publicly traded diagnostic companies,
general decline in COVID-19 testing market, and feedback from
CAHC’s advisors and shareholders
- LumiraDx has a roadmap of 10 new test approvals over the next
24 months on its platform, including Troponin, Flu/COVID, and
TB.
- LumiraDx recently updated 2021 revenue guidance range to
$300-500 million and provided 2024 revenue guidance in the range of
$1-1.25 billion.
- The Boards of Directors of both LumiraDx and CAHC reaffirm
their recommendation of the deal, which is expected to close in the
fall of this year, subject to approval by the security holders of
CAHC and LumiraDx and the satisfaction of customary closing
conditions.
- Upon closing, LumiraDx is expected to trade on Nasdaq under the
ticker symbol "LMDX."
Today, LumiraDx, a next-generation point of care diagnostics
testing company, and CA Healthcare Acquisition Corp (Nasdaq: CAHC),
a special purpose acquisition company focused on investing in a
growth-oriented healthcare company, announced they have revised the
valuation of their previously announced transaction based on
various considerations, including the recent market environment for
publicly traded diagnostic companies, general market declines in
COVID-19 testing volumes, and feedback from CA Healthcare advisors
and shareholders. LumiraDx’s progress in rolling out its
transformational platform, signing up customers in key geographies
and expanding its testing menu, combined with the adjusted
valuation, supports a highly compelling investment thesis for
driving long-term shareholder value.
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“LumiraDx is at the tipping point of driving a transformation in
diagnostic testing. We are growing our presence in the point of
care testing market across cardiovascular disease, diabetes,
coagulation disorders and infectious disease and have a strong
pipeline and go-to-market strategy for driving growth over the
coming years,” said Ron Zwanziger, Chairman and CEO of LumiraDx.
“Today’s announcement reflects our commitment to delivering
significant upside potential and long-term value for both our
current CAHC shareholders as well as future shareholders of
LumiraDx.”
“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 customer’s 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. We believe these qualities and
the recent business progress, combined with an adjusted valuation,
support a highly compelling investment thesis on an absolute and
relative basis.”
Transaction Details
The new transaction terms adjust the pro forma enterprise value
of LumiraDx (including CAHC) from $5 billion to $3 billion
excluding any cash held in trust by CAHC. As previously announced,
the combined group is expected to receive approximately $115
million of cash held in trust, assuming no redemptions of CAHC’s
existing public stockholders. Upon closing of the transaction,
LumiraDx‘s common shares are expected to trade on Nasdaq under the
ticker symbol "LMDX." The transaction is currently expected to
close in the fall of this year, subject to approval by the security
holders of each of CAHC and LumiraDx and the satisfaction of
customary closing conditions.
As previously stated, current LumiraDx shareholders will retain
the entirety of their existing holdings in LumiraDx. The additional
capital from CAHC’s cash held in trust, after any redemptions,
together with cash from operations will provide growth capital to
support increasing production, continued R&D activities and
commercial and manufacturing expansion.
Additional information about the proposed transaction can be
found with the Securities and Exchange Commission and available at
www.sec.gov.
Advisors
Evercore Group, LLC 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
About LumiraDx
LumiraDx is a next-generation point of care diagnostics company
that is transforming community-based healthcare. Founded in 2014,
the company manufactures and commercializes an innovative
diagnostic Platform that supports a broad menu of tests with lab
comparable performance at the point of care. LumiraDx’s diagnostic
testing solutions are being deployed by governments and leading
healthcare institutions across laboratories, urgent care, physician
offices, pharmacy, schools, and workplaces to screen, diagnose and
monitor wellness as well as disease. The company has on the market
and in development 30+ tests covering infectious diseases,
cardiovascular disease, diabetes and coagulation disorders, all on
the LumiraDx Platform. In addition, the company has a comprehensive
portfolio of fast, accurate and cost-efficient COVID-19 testing
solutions from the lab to point of need.
Based in the UK with more than 1500 employees worldwide,
LumiraDx 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.
More information may be found at 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
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 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 Securities and
Exchange Commission (“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 and 2024. 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
has filed with the SEC a registration statement on Form F-4 (the
“Registration Statement”) 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
CAH and its directors and executive officers may be deemed
participants in the solicitation of proxies from CAH’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 CAH is contained in the Registration
Statement. 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 CAH 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 is contained in the Registration Statement.
Additional information regarding the interests of such participants
will be contained in the proxy statement/prospectus for the
proposed business combination when available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210820005052/en/
Media: Travis Kruse, Ph.D. tkruse@apcoworldwide.com +1
949 648 7286
Investor: Aman Patel, CFA IR@lumiradx.com +1 443 450
4191
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