REG - BioPharma Credit PLC - UPDATE ON INVESTMENT

Biopharma CreditAnnouncement

02/01/2024 07:00

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RNS Number : 2729Y  BioPharma Credit PLC  02 January 2024

02 January 2024

 

BIOPHARMA CREDIT PLC

 

UPDATE ON INVESTMENT

 

BioPharma Credit PLC (LSE: BPCR) notes the filing of a Form 6-K made on 29
December 2023 by LumiraDx Limited ("LumiraDx"), which is copied below in part
for convenience and can be found in its entirety at: LumiraDx Form 6-K Report
(https://www.sec.gov/Archives/edgar/data/1685428/000095017023073851/form_6-k_adminsale.htm)
.  Pharmakon Advisors, LP (the "Investment Manager") notes the information as
set forth below helped form the basis for the main assumptions reflected in
the current valuation of the LumiraDx loan (as set forth in the October and
November 2023 monthly updates). The Investment Manager will continue to
provide updates in due course, including with respect to the status of the
acquisition and any further updates as needed to the valuation of the LumiraDx
loan.

 

"EXPLANATORY NOTE

 

Appointment of Administrators; Sale of Point of Care Diagnostics Business to
Roche

 

On December 29, 2023, LumiraDx Limited (the "Company" or "LumiraDx") announced
that Andrew Johnson, Lisa Rickelton and Lindsay Hallam of FTI Consulting LLP
have today been appointed as joint administrators (the "Administrators") of
two of its subsidiaries, LumiraDx Group Limited and LumiraDx International
Limited, which together hold substantially all of the assets of the LumiraDx
group. The Administrators have not been appointed to any other subsidiaries of
the Company.

Following their appointment earlier today, the Administrators have entered
into a sale and purchase agreement with Roche Diagnostics Limited ("Roche")
providing for Roche's acquisition of certain of the LumiraDx group companies
(the "Point of Care Diagnostics Companies") engaged in the operation of
LumiraDx group's point-of-care diagnostics platform business and certain
related assets (the "Transaction"). The Administrators have not been appointed
to any of the Point of Care Diagnostics Companies.

Pursuant to the Transaction, Roche is to acquire all of the Point of Care
Diagnostics Companies for the sum of $295 million, subject to customary
closing adjustments. The completion of the Transaction is subject to certain
conditions, including antitrust and foreign direct investment approvals, and
is expected to close once the antitrust and other regulatory approvals have
been obtained and the conditions have otherwise been met. It is anticipated
that all of the sale proceeds will be used to repay certain amounts
outstanding under the Loan Agreement (as defined below), and that there will
be no distribution to the Company or its shareholders from the sale proceeds
of the Transaction.

BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership (the
"Senior Secured Lenders"), as senior secured lenders of the LumiraDx group,
have agreed to provide up to $59.2 million in funding for the LumiraDx group
until the completion of the Transaction to, among other things, support the
ongoing operations of the Point of Care Diagnostics Companies. Under the terms
of the Transaction, Roche has agreed to reimburse the Senior Secured Lenders
for up to $55 million of funding provided by the Senior Secured Lenders to the
Point of Care Diagnostics Companies in the period to completion of the
Transaction to support the ongoing ordinary course operations of the Point of
Care Diagnostics Companies.

The appointment of the Administrators and sale to Roche represent the
culmination of LumiraDx's previously announced strategic review process led by
Goldman Sachs & Co. LLC and follows extensive efforts to find a buyer for
the business. The completion of the sale to Roche will allow the continued
operation of the point-of-care diagnostics business under new strategic
ownership.

 

Expiry of Waiver Period; Petition to Wind-up

 

In accordance with the terms of that certain Loan Agreement, dated March 23,
2021 (as amended from time to time, the "Loan Agreement"), by and among
LumiraDx Investment Limited, one of the Company's subsidiaries as the
borrower, the Senior Secured Lenders, BioPharma Credit plc, as the collateral
agent, and the other credit parties named therein, the Waiver Period (as
defined in the Loan Agreement) has expired as of today, December 29, 2023. As
a result of the steps taken to appoint the Administrators to LumiraDx Group
Limited and LumiraDx International Ltd, events of default under the Loan
Agreement have occurred and the principal amount outstanding under the Loan
Agreement of $361.8 million, together with all accrued interest and all other
amounts payable under the Loan Agreement, is now immediately due and payable
(collectively, the "Outstanding Amount"). LumiraDx Investment Limited is
unable to pay the Outstanding Amount.

 

The collateral agent (on behalf of the Senior Secured Lenders) has also issued
a demand against the Company, as guarantor, for payment of the Outstanding
Amount. As the Company does not have funds to pay the Outstanding Amount, it
is anticipated that the collateral agent (on behalf of the Senior Secured
Lenders) will in due course present a petition for the winding up of the
Company with a view to having a liquidator appointed over it. The Company
expects that there will be no assets available for distribution to its
shareholders or the unsecured creditors of the LumiraDx group. No demand has
been made or enforcement action taken against any other LumiraDx group
companies.

 

Delisting of Company Securities

 

In light of the events described above, the Company intends to withdraw its
appeal of the determination by the Listing Qualifications Department of The
Nasdaq Stock Market LLC ("Nasdaq") to delist the Company's common shares from
The Nasdaq Global Market. As a result, the Company anticipates that Nasdaq
will cancel the hearing that is currently scheduled for January 18, 2024,
suspend trading of the Company's securities and file a Form 25-NSE with the
U.S. Securities and Exchange Commission ("SEC"), which will remove the
Company's securities from listing and registration on Nasdaq.

This report on Form 6-K shall be deemed to be incorporated by reference into
the Company's registration statements on Form S-8 (File No. 333-259874, File
No. 333-264611 and File No. 333-271538), and the registration statements on
Form F-3 (File No. 333-264609 and File No. 333-271624), and to be a part
thereof from the date on which this report is filed, to the extent not
superseded by documents or reports subsequently furnished."

 

Enquiries

Buchanan

David Rydell / Mark Court / Jamie Hooper / Henry Wilson

+44 (0) 20 7466 5000

biopharmacredit@buchanan.uk.com (mailto:biopharmacredit@buchanan.uk.com)

Notes to Editors

BioPharma Credit PLC is London's only specialist debt investor to the life
sciences industry and joined the LSE in March 2017. BioPharma Credit
PLC seeks to provide long-term shareholder returns, principally in the form
of sustainable income distributions from exposure to the life sciences
industry. BioPharma Credit PLC seeks to achieve this objective primarily
through investments in debt assets secured by royalties or other cash flows
derived from the sales of approved life sciences products.

 

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