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.  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.