Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 28, 2021, CA
Healthcare Acquisition Corp (“CAH”) held a special meeting of stockholders (“Meeting”), which was
called to approve the proposals relating to the entry into and consummation of the Agreement and Plan of Merger, dated as of April 6,
2021, as amended pursuant to the Amendment to the Agreement and Plan of Merger, dated August 19, 2021, as further amended pursuant to
the Second Amendment to the Agreement and Plan of Merger, dated August 27, 2021 (the “Merger Agreement”), by and among
CAH, LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“LumiraDx”),
and LumiraDx Merger Sub, Inc., a newly formed Delaware corporation and wholly owned subsidiary of LumiraDx (“Merger Sub”) .
An aggregate of 7,187,501 shares of CAH’s common stock, which represents a quorum of the outstanding common stock entitled to vote
as of the record date of September 1, 2021, were represented in person or by proxy at the Meeting.
CAH’s stockholders voted
on the following proposals at the Meeting, each of which was approved:
(1) Proposal No. 1 — The
Merger Proposal — to consider and approve the merger of Merger Sub, a newly formed Delaware corporation and wholly owned subsidiary
of LumiraDx, with and into CAH, with CAH being the surviving corporation in the merger (“Merger”), pursuant to the
Merger Agreement. The following is a tabulation of the votes with respect to this proposal, which was approved by CAH’s stockholders:
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For
|
|
Against
|
|
Abstain
|
|
9,417,185
|
|
726,946
|
|
100
|
Holders of an aggregate of 7,675,569
shares of CAH’s Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately
$10.00 per share, or an aggregate of approximately $76.8 million.
(2) Proposal No. 2 — The
Charter Proposals –to consider and approve the following material differences between
the constitutional documents of LumiraDx that will be in effect upon the closing of the Merger and CAH’s current certificate
of incorporation:
a. The name of the new public
entity will be “LumiraDx Limited” as opposed to “CA Healthcare Acquisition Corp;”
b. The authorized share capital
of the new public entity will be US$10,290 divided into, assuming completion of the subdivision of each LumiraDx ordinary share and each
LumiraDx common share into such number of LumiraDx ordinary shares and LumiraDx common shares (as applicable) calculated in accordance
with the terms of the Merger Agreement at the LumiraDx Conversion Factor (being 1.60806264:1) to achieve an exchange ratio in the Merger
of one LumiraDx common share for each CAH share, (1) 1,769,292,966 LumiraDx ordinary shares with a par value (to seven decimal places)
of $0.0000028 per LumiraDx ordinary share, (2) 1,769,292,966 LumiraDx common shares with a par value (to seven decimal places) of $0.0000028
per LumiraDx common share and (3) undesignated shares of such class or classes (however designated) as the board of directors of LumiraDx
may determine, as opposed to CAH having 110,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock;
c. The new public entity has
two classes of shares, being the LumiraDx common shares and the LumiraDx ordinary shares, such that each holder of LumiraDx common shares
will be entitled to one vote on any proposed shareholder resolution for each such share and each holder of LumiraDx ordinary shares will
be entitled to ten votes on any proposed shareholder resolution for each such share;
d. The new public entity shall
have two classes of directors, other than LumiraDx’s co-founders, serving staggered
terms with the terms of the Class I and Class II directors expiring at the annual general meeting of shareholders to be held in 2022 and
2023, respectively, and each term expiring two years thereafter, in each case; and
e. The new public entity’s
constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that CAH’s
amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination
is not consummated in a certain period of time):
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For
|
|
Against
|
|
Abstain
|
|
9,290,954
|
|
853,177
|
|
100
|