NASHVILLE, Tenn., March 26,
2024 /PRNewswire/ -- APx Acquisition Corp. I (NASDAQ:
APXI) ("APx"), a publicly traded special purpose acquisition
company, OmnigenicsAI Corp ("OmnigenicsAI"), a precision medicine
company incubated by Bioceres Group PLC, and MultiplAI Health Ltd
("MultiplAI"), a UK-based AI-enabled preventive medicine company,
have entered into a definitive Business Combination Agreement
("BCA") that, upon closing, would result in OmnigenicsAI becoming a
publicly listed company. The transaction is expected to close
mid-year, subject to the approval of APx's shareholders and other
customary closing conditions and, upon closing, OmnigenicsAI's
shares are expected to be listed on Nasdaq under the ticker symbol
"OMNI".
The strategic combination creates a global AI-driven genomics
company, focused on providing secure, precise, and reliable
biological data. The integration of AI with precision medicine
enables the interpretation of complex genomic data at an
unprecedented scale, allowing for the delivery of highly
personalized health insights, and clinical and therapeutic
guidance.
OmnigenicsAI will offer a comprehensive suite of health
evaluation services, in the following categories:
(1) Prevention: nutrition-based health
risk-management that provides DNA and microbiome insights to
understand how unique genes and habits impact long-term health,
fostering preventive health strategies;
(2) Early Detection: RNA screening aimed at the
early detection of complex diseases such as cardiovascular disease,
by analyzing genomic relationships through blood tests; and
(3) Diagnostics and Treatment: specialized
clinical genetic tests to enable personalized diagnostics and
treatment, covering the fields of oncology, prenatal care, rare
diseases and human microbiome, and complemented by telemedicine
consultations with medical geneticists.
The combined company is expected to benefit from a highly
accomplished global executive team, bolstered data science and
R&D capabilities, as well as an expanded geographic footprint
beyond Latin America into the
United Kingdom and United States, particularly through key
clinical and commercial partnerships.
Chairman of APx, Kyle Bransfield
said: "This strategic merger not only reflects our innovative ethos
at APx, but is also expected to position OmnigenicsAI at the
vanguard of a global movement towards health equity and
excellence."
"OmnigenicsAI is pioneering a new category of healthcare that
integrates the groundbreaking potential of artificial intelligence
with today´s access to vast amounts of genomic data, to provide
personalized insights that empower individuals to make informed
health decisions throughout their lives" said Mark Ramondt, CFO and COO of MultiplAI and CEO
nominee of OmnigenicsAI.
Transaction Overview
Pursuant to the BCA: (i) APx will merge with Heritas Merger Sub
Limited ("Merger Sub"), a wholly owned subsidiary of OmnigenicsAI,
with APx being the surviving entity and becoming a wholly owned
subsidiary of OmnigenicsAI and (ii) APx's ordinary shares and
warrants will be exchanged for ordinary shares and warrants of
OmnigenicsAI. Upon closing, OmnigenicsAI shares and warrants are
expected to be publicly listed on Nasdaq under the ticker symbols
"OMNI" and "OMNIW", respectively.
In connection with the transaction, OmnigenicsAI´s controlling
shareholder, Heritas Ltd ("Parent"), previously entered into a
Share Purchase Agreement ("SPA") pursuant to which it agreed to
acquire 100% of the outstanding shares and convertible securities
of MultiplAI. The closing of the SPA is conditioned on the closing
of the BCA, and in accordance with the BCA, the equity interests in
MultiplAI will be contributed by Parent to OmnigenicsAI prior to
the closing of the BCA, resulting in MultiplAI becoming a wholly
owned subsidiary of OmnigenicsAI. Thereafter, Parent will hold only
shares in OmnigenicsAI. The deal values OmnigenicsAI and MultiplAI
at a combined enterprise value of approximately $340 million at signing.
Additional information about the proposed transaction, including
a copy of the BCA, will be provided on a Current Report on Form 8-K
to be filed by APx with the U.S. Securities and Exchange Commission
(the "SEC") and available at www.sec.gov.
About APx Acquisition Corp. I
APx Acquisition Corp. I is a special purpose acquisition
company, led by serial SPAC sponsor Kyle
Bransfield in partnership with Daniel Braatz and Xavier
Martinez of APx Capital, formed for the purpose of effecting
a business combination with one or more businesses or entities.
While APx may pursue an initial business combination in any
industry, it intends to focus its search on companies in
Spanish-speaking Latin American countries or companies outside of
Latin America that provide goods
and services to Spanish-speaking markets.
About OmnigenicsAI Corp
OmnigenicsAI, formerly Heritas, is a precision medicine company
with nine years of experience operating in Latin America through two innovative business
divisions dedicated to enhancing healthcare through proprietary
genetic tests and services. The clinical diagnostics division
offers genomic diagnostic tests and reports for clinical genomics,
oncology, human microbiome and reproductive genomics, along with
telehealth consultations, empowering patients and physicians with
deep genetic insights to make informed health decisions. Its
prevention division, Rewell, focuses on preventive care by offering
direct-to-consumer solutions that include DNA and microbiome
testing kits and telehealth sessions, guiding consumers to achieve
personalized health and nutrition objectives.
About MultiplAI Health
MultiplAI is a UK-based preventive medicine company pioneering
blood screening for cardiovascular and other complex
diseases. MultiplAI uses RNA genomic sequencing, proprietary
data transformation, and comprehensive AI analysis to transform
simple blood samples into a precision, actionable risk assessment
that drives proactive health management. MultiplAI is also
developing foundation AI models across the biological spectrum,
including genomics, transcriptomics, epigenomics, and
proteomics.
About Bioceres Group PLC
Bioceres Group PLC is a UK-based advanced life sciences platform
that promotes and develops businesses with strong scientific
foundations to deliver transformative solutions that promote the
preservation of the planet and the improvement of human life.
Bioceres Group PLC has more than 20 years of experience bringing
game-changing technologies to market with a diversified portfolio
of global investments in the life sciences with a strong presence
in Latin America.
Advisors
Greenberg Traurig, LLP, Maples & Calder (Cayman) LLP and
Pérez Alati, Grondona, Benites & Arntsen acted as U.S./U.K.,
Cayman and Argentine legal counsel, respectively, to APx.
EarlyBirdCapital, Inc. acted as M&A advisor to APx.
Linklaters LLP, Ogier and Marval, O'Farrell & Mairal acted
as U.S., Cayman and Argentine legal counsel, respectively, to
OmnigenicsAI.
Important Information about the Proposed Business Combination
and Where to Find It
This communication relates to the proposed business combination
(the "Business Combination") involving APx, OmnigenicsAI, Merger
Sub and MultiplAI. In connection with the Business Combination, APx
and MultiplAI will become subsidiaries of OmnigenicsAI, which will
be the going-forward public company.
A full description of the terms of the Business Combination will
be provided in a registration statement on Form F-4 (the
"registration statement") to be filed with the Securities and
Exchange Commission (the "SEC") by OmnigenicsAI that will include a
prospectus with respect to OmnigenicsAI's securities to be issued
in connection with the transaction and a proxy statement with
respect to the extraordinary general meeting of the shareholders of
APx to vote on the transaction (the "proxy
statement/prospectus"). OmnigenicsAI and APx urge investors,
shareholders and other interested persons to read, when available,
the preliminary proxy statement/ prospectus, as well as other
documents filed with the SEC, because these documents will contain
important information about OmnigenicsAI, APx and the
transaction. After the registration statement is
declared effective, the definitive proxy statement/prospectus to be
included in the registration statement will be mailed to
shareholders of APx as of a record date to be established for
voting on the Business Combination. Once available, shareholders
will also be able to obtain a copy of the registration statement on
Form F-4—including the proxy statement/prospectus, and
other documents filed with the SEC without charge—by directing a
request to: OmnigenicsAI at 89 Nexus Way Camana Bay Grand
Cayman, KYI-9009, Cayman Islands, and APx Acquisition Corp. I
at 714 Westview Avenue, Nashville,
TN 37205, United States.
The preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
OmnigenicsAI,
MultiplAI, APx, and their respective directors, executive officers,
other members of management, and employees may be deemed
participants in the solicitation of proxies from APx's shareholders
with respect to the proposed Business Combination. A list of the
names of APx's directors and executive officers and a description
of their interests in APx is contained in APx's filings with the
SEC, including APx's final prospectus relating to its initial
public offering, which was filed with the SEC on December 6, 2021, and its Annual Report on
Form 10-K for the year ended December 31, 2022,
which was filed with the SEC on April 8,
2023, are each available free of charge at the SEC's website
at https://www.sec.gov. Additional information regarding the
interests of such participants and any other persons who may, under
SEC rules, be deemed to be participants in the solicitation of
APx's shareholders in connection with the proposed Business
Combination will be set forth in the registration statement when
available. A list of the names of such participants and information
regarding their direct or indirect interests in the proposed
Business Combination will be contained in the registration when
available. You may obtain free copies of these documents, when
available, from the sources indicated above.
Forward-Looking Statements
Certain statements made in this press release are "forward
looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "could," "continue,"
"might," "outlook," "possible," "potential," "predict,"
"scheduled," "should," "would," "target," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are not statements of
historical matters but are instead expressions that indicate future
events or trends and that intended to identify forward-looking
statements, although the absence of these words does not mean that
a statement is not forward-looking. Generally, statements that are
not historical facts, including statements concerning possible or
assumed future actions, business strategies, events or results of
operations, and any statements that refer to projections, forecasts
or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. Actual results are difficult or impossible to predict.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside APx's, OmnigenicsAI's or
MultiplAI's control, that could cause actual results or outcomes to
differ materially from assumptions and from the results or outcomes
predicted in the forward-looking statements. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as a
guarantee, an assurance, a prediction, or a definitive statement of
fact or probability. Although APx, OmnigenicsAI and MultiplAI
believe that their respective plans, intentions, and expectations
reflected in or suggested by these forward-looking statements are
reasonable, none of APx, OmnigenicsAI and MultiplAI can assure you
that any of them will achieve or realize these plans, intentions,
or expectations. Important factors, among others, that may affect
actual results or outcomes include (i) the occurrence of any
event, change, or other circumstances that could give rise to the
inability to complete the proposed Business Combination in a timely
manner or at all (including due to the failure to receive required
shareholder approvals, failure to receive any other necessary
approvals or the failure of other closing conditions); (ii) the
inability to recognize the anticipated benefits of the proposed
Business Combination, which may be affected by, among other things,
competition and the ability of OmnigenicsAI and MultiplAI to grow
and manage growth profitably, maintain key relationships, and
retain its management and key employees; (iii) the inability
to obtain or maintain the listing of OmnigenicsAI's shares on
Nasdaq following the Business Combination; (iv) costs related
to the proposed Business Combination; (v) the risk that the
proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed
Business Combination; (vi) APx's, OmnigenicsAI's and
MultiplAI's ability to manage growth and execute business plans and
meet projections; (vii) changes to the proposed structure of
the proposed 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 proposed Business
Combination; (viii) the outcome of any potential litigation
involving APx, OmnigenicsAI or MultiplAI; (ix) changes in
applicable laws or regulations; (x) failure of APx,
OmnigenicsAI or MultiplAI to comply with laws and regulations
applicable to APx's, OmnigenicsAI's or MultiplAI's businesses;
(xi) APx, OmnigenicsAI and MultiplAI estimates of expenses and
profitability; (xii) assumptions regarding redemptions by
APx's shareholders; (xiii) changes in the competitive
environment affecting OmnigenicsAI's or MultiplAI's businesses;
(xiv) the impact of pricing pressure and erosion on
OmnigenicsAI's or MultiplAI's businesses; (xv) the failure to
obtain additional capital on acceptable terms; (xvi) the
failure of OmnigenicsAI or MultiplAI to respond to fluctuations in
foreign currency exchange rates; (xvii) any downturn or
volatility general economic and market conditions impacting demand
for OmnigenicsAI's or MultiplAI's services;
(xviii) OmnigenicsAI's and MultiplAI's estimates of its
financial performance; and (xix) other risks and uncertainties
indicated from time to time in the proxy statement/prospectus
relating to the proposed Business Combination, including those
under "Risk Factors" therein, and in APx's and OmnigenicsAI's other
filings with the SEC. There may be additional risks that none of
APx, OmnigenicsAI or MultiplAI presently knows or that APx,
OmnigenicsAI or MultiplAI currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. Forward-looking statements reflect
APx's, OmnigenicsAI's or MultiplAI's expectations, plans, or
forecasts of future events and views of the date of this current
report. The Company, OmnigenicsAI and MultiplAI anticipate that
subsequent events will cause APx's, OmnigenicsAI's and MultiplAI's
respective assessments to change. Forward-looking statements speak
only as of the date they are made, and none of APx, OmnigenicsAI
and MultiplAI undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. None of APx,
OmnigenicsAI and MultiplAI give any assurance that any of APx,
OmnigenicsAI or MultiplAI will achieve expectations.
No Offer or Solicitation
This press release does not constitute a solicitation of a vote
or a proxy, consent or authorization with respect to any securities
or in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of the Securities Act, or an
exemption therefrom.
Contacts:
APx Acquisition Corp. I
Kyle
Bransfield
kyle.bransfield@unionacquisitiongroup.com
OmnigenicsAI Corp
Mark
Ramondt
mark@multiplaihealth.com
Bioceres Group PLC
Investor Relations
investorrelations@bioceresgroup.com
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