3 Firms Drive $5B SPAC Deal For UK Diagnostic Testing Co.

By Benjamin Horney
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Law360 (April 7, 2021, 10:39 AM EDT) -- Private equity-backed LumiraDx, a U.K.-based diagnostics testing company, will hit the public markets at a $5 billion valuation by combining with a health care-focused special purpose acquisition company, in a deal stitched together by Fried Frank, Goodwin and Sidley, the companies said Wednesday.

The deal, which will see LumiraDx Ltd. unite with CA Healthcare Acquisition Corp., reflects a value of $5 billion for LumiraDx's existing equity, the companies said in a statement. LumiraDx bills itself as a "next-generation point of care diagnostics testing company." As a result of the deal, LumiraDx is expected to trade on the Nasdaq under the ticker symbol LMDX.

LumiraDx is backed by Morningside Ventures, U.S. Boston Capital Corp., The Bill & Melinda Gates Foundation and Petrichor Healthcare Capital Management, among others. The company has developed an antigen test for COVID-19 that is used across the world, including by the U.K.'s National Health Service, as well as by CVS Health in the U.S. The COVID-19 antigen tests are also available in Japan and Brazil, and are "being rolled out" in more than 60 additional countries, the companies said.

Fried Frank Harris Shriver & Jacobson LLP and Goodwin Procter LLP are representing LumiraDx, and Sidley Austin LLP is advising CA Healthcare.

LumiraDx, founded in 2014, is led by Chairman and CEO Ron Zwanziger, who previously created and led diagnostic test manufacturing giant Alere Inc. Zwanziger said in a statement that the company "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," Zwanziger said. "COVID-19 has demonstrated how important it is to have rapid and highly accurate diagnostic tests, at mass scale, and available everywhere."

The SPAC involved in the deal, CA Healthcare, raised $115 million in an initial public offering held in January, it said in a statement at the time.

Larry Neiterman, chairman and CEO of CA Healthcare, said in Wednesday's statement that "LumiraDx has a clear strategy for addressing the large and underpenetrated testing market to increase next-generation [point of care] market share."

"In the near-term, demand for fast, low-cost COVID-19 tests is driving strong and transformational growth for LumiraDx's solutions," he said.

In conjunction with the go-public transaction, LumiraDx has reached agreements for $400 million in new financing, with BioPharma Credit PLC providing a $300 million loan and Capital One, National Association, providing a revolving credit facility worth up to $100 million

The deal is subject to approval from shareholders of both sides and other customary closing conditions. It has been given the green light by the boards of directors for both sides. The companies expect to wrap up the transaction late in the second quarter of this year or early in the third.

Evercore Inc. and Raymond James & Associates Inc. are serving as financial advisers to LumiraDx, and BTIG LLC is financial adviser and capital markets adviser to CA Healthcare.

The Fried Frank team advising LumiraDx is led by corporate partners Ian Lopez and Warren S. de Wied and includes tax partners Alan S. Kaden, Joseph E. Fox and Nick Thornton and associates Shane C. Hoffmann and Richard Pilgrim; executive compensation and ERISA partner Jason R. Ertel and associates Samantha Steinfeld Rozell and Tyler Forni; and corporate partner Neil Caddy and associates Nick Skill, R. Kirkie Maswoswe, James Frecknall, Adrian Packer, Andrew J. Steiger and Jacqueline Punjabi.

The Goodwin team advising LumiraDx is led by Edwin O'Connor, Paul Rosie, and Kathryn Weston.

The Sidley Austin team advising CA Healthcare is led by private equity partner Alexander Temel.

The Sidley team includes private equity partners Josh DuClos and Dan Rawner and associate Jordan Baber; capital markets partner David Ni and associate Garret Wade; M&A associate Kourosh Azin; antitrust and competition partners Karen Kazmerzak and Patrick Harrison and associate Stewart Inman; food, drug and medical device regulatory partners Torry Cope, Diane McEnroe and Marie Manley, counsel Helen Middleton and associates Rachael Hunt and Zina Chatzidimitriadou; health care partner Donielle McCutcheon and associate Kim Schroer; tax partners Rachel Kleinberg and Chris Brause and associate Jonathan Westreich; employee benefits, labor and employment partner Stacy Crosnicker and associates Rich Schneider, Peter McCorkell and Bethany Wise; privacy and cybersecurity partners Thomas Cunningham and William Long, senior associate Francesca Blythe and associate Lauren Kitces; technology and intellectual property transactions partner Jennifer Coplan, counsel Lauren Grau and associate Daphne Chen; and white collar, government litigation and investigations partner Michael Mann.

--Editing by Brian Baresch.

Update: This story has been updated to include additional counsel information.

For a reprint of this article, please contact reprints@law360.com.

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