SAN FRANCISCO, July 31, 2017 /PRNewswire/ -- Invitae Corporation
(NYSE: NVTA), one of the fastest growing genetic information
companies, today announced two acquisitions to establish a leading
position in family health genetic information services. Invitae has
entered into a definitive agreement to acquire privately held Good
Start Genetics, a molecular diagnostics company focused on
preimplantation and carrier screening for inherited disorders.
Invitae also has entered into a definitive agreement to acquire
CombiMatrix (NASDAQ: CBMX), a company which specializes in prenatal
diagnosis, miscarriage analysis and pediatric developmental
disorders. The acquisitions will establish Invitae as a
comprehensive provider of genetic information throughout every
stage of life.
"This is a transformative moment for Invitae, for our industry,
and — importantly — for patients. By
acquiring Good Start and CombiMatrix, Invitae intends to create the
industry's first comprehensive genetic information platform
providing high-quality, affordable genetic information coupled with
world-class clinical expertise to inform healthcare decisions
throughout every stage of an individual's life," said Sean George, chief executive officer of Invitae.
"We believe the strength of our existing platform, strategic
acquisitions like these and our network of partners will fuel
continued growth and further establish Invitae as a leading genetic
information service provider."
Good Start Genetics: Genetic Information for
Parents-to-Be
Good Start's suite of offerings includes carrier screening and
preimplantation embryo testing, which provides women, their
partners and their clinicians with insightful and actionable
information to promote successful pregnancies and help build
healthy families.
"We are excited to bring our world-class, proprietary approach
to genetic testing for women who are pregnant or planning to become
pregnant to the Invitae platform," said Jeffrey Luber, president and chief executive
officer of Good Start. "Our companies share a belief in the power
of genetic information to transform people's lives and a common
commitment to making that information affordable and available to
all. Today, we are thrilled to bring the momentum we've built in
IVF to Invitae. Together we will enhance our combined offerings in
this important category and bring that comprehensive solution to
our customers for the benefit of growing audiences everywhere."
Good Start was the first to bring next-generation sequencing to
reproductive health and, with its three primary product lines, has
processed 1.7 million tests since its commercial launch in
2012.
- In-Clinic Carrier Screening: Its flagship genetic carrier
screening service, GeneVu, includes a comprehensive menu of
highly-accurate diagnostic tests to assess known and novel
mutations that cause inherited genetic disorders.
- At-Home Carrier Screening: The recently launched VeriYou
delivers physician-ordered, carrier screening via an at-home,
affordable test service with genetic counseling and is available
through Amazon.com, Inc.
- Preimplantation Screening: Its proprietary and advanced
preimplantation genetic screening test, EmbryVu, based on
technologies exclusively licensed from Johns
Hopkins University School of Medicine, is designed to
provide an affordable testing service for individuals using
assisted reproduction to achieve a healthy pregnancy.
Good Start has succeeded in making these tests available at
scale via a next generation sequencing (NGS) platform that
simplifies workflow and lowers costs while preserving quality. Good
Start complements these offerings with world-class customer care
and access to genetic counseling.
Under the definitive agreement, Invitae will acquire Good Start
through the issuance of up to approximately 1.65 million shares of
Invitae common stock (subject to a partial hold-back to cover
indemnification liabilities), the payment of approximately
$18.3 million in cash consideration
to eliminate Good Start's outstanding secured debt, and the payment
or assumption of approximately $6.0
million in Good Start pre-closing and closing-related
liabilities and obligations. The proposed acquisition of Good Start
is expected to close in the first part of August, subject to
customary closing conditions. Leerink Partners LLC is serving as
financial adviser to Invitae on the acquisition of Good Start, and
Pillsbury Winthrop Shaw Pittman LLP is serving as legal
adviser.
CombiMatrix Corporation: Advanced Diagnostics for Women
and Newborns
The acquisition of CombiMatrix will complement Invitae and Good
Start's genetic information services to establish a
category-leading menu with the breadth and depth needed to provide
comprehensive support for women, their partners and clinicians to
use genetic information when considering their reproductive health
options.
"We are excited to be joining forces with Invitae. This
combination of CombiMatrix, a recognized leader in genetic testing
for Miscarriage Analysis, with one of the fastest growing genetic
information companies in Invitae provides a tremendous opportunity
to accelerate the growth of both companies. The information that we
will be able to provide as a combined entity will enable clinicians
to help guide women through some of the most important health
decisions they make along the continuum of care in family
planning," says Mark McDonough,
president and chief executive officer of CombiMatrix. "We are eager
to combine our complementary product portfolio, expertise and
relationships to create the market leader in family health
genetics."
CombiMatrix is recognized as the leader in miscarriage analysis
testing and offers DNA-based testing for the detection of genetic
abnormalities beyond what can be identified through traditional
methodologies for use in preimplantation genetic diagnostics,
carrier screening, prenatal diagnosis, miscarriage analysis and the
diagnosis of pediatric developmental disorders. CombiMatrix's
services include advanced technologies, such as single nucleotide
polymorphism chromosomal microarray analysis, next generation
sequencing, and long-standing expertise handling a variety of
technically challenging sample types. CombiMatrix's 2016 financial
performance included $12.8 million in
revenue, an increase of 28% over 2015. This momentum continued with
CombiMatrix reporting a 27% increase in first quarter 2017 revenue
compared to the first quarter of 2016, driven by a 32% increase in
its reproductive health business.
Under the definitive agreement, the consideration payable to the
holders of currently outstanding shares of CombiMatrix common
stock, as well as currently outstanding restricted stock units and
in-the-money options, is $27 million
in shares of Invitae common stock based upon the 30 trading day
trailing average closing price immediately preceding the agreement
date, or approximately 2.85 million shares, subject to adjustment
based upon a net cash calculation for CombiMatrix at the time of
the acquisition. The definitive agreement contemplates an exchange
offer for the outstanding CombiMatrix Series F warrants, in which
Invitae would offer up to approximately $6.0
million in shares of Invitae, or approximately 0.63 million
shares, and participation by holders of at least 90% of the Series
F warrants is a condition to Invitae's obligation to consummate the
acquisition. The specifics of the warrant exchange offer have not
yet been determined by Invitae. To the extent the Series F warrants
are not exchanged and are either exercised or assumed as part of
the acquisition, the consideration payable by Invitae could
increase by up to approximately $15.0
million in shares of Invitae, or approximately 1.58 million
shares, subject to adjustment based upon a net cash calculation for
CombiMatrix at the time of the acquisition. Exercise proceeds from
the Series F warrants could amount to approximately $10.7 million if all such warrants were
exercised, which would stay with CombiMatrix as a wholly owned
subsidiary of Invitae. The proposed acquisition of CombiMatrix is
expected to close in the fourth quarter of 2017, subject to
customary closing conditions, including CombiMatrix stockholder
approval, as well as the warrant exchange participation threshold
noted above. Torreya Partners acted as exclusive financial adviser
to CombiMatrix on the agreement.
Invitae to Host Investor Conference Call
Management will host a webinar and conference call on
August 1, 2017 at 8:00 a.m. Eastern / 5:00
a.m. Pacific to discuss these transactions in detail. The
dial-in numbers for the conference call are (844) 579-6824 for
domestic callers and (763) 488-9145 for international callers, and
the reservation number for both is 62580208.
The live webinar and conference call may be accessed by visiting
the investors section of Invitae's website at ir.invitae.com. A
replay of the webinar will be available shortly after the
conclusion of the call and will be archived on Invitae's
website.
About Invitae
Invitae Corporation (NYSE: NVTA) is one of the fastest growing
genetic information companies in the
United States. Invitae's mission is to bring comprehensive
genetic information into mainstream medical practice to improve the
quality of healthcare for billions of people. Invitae's goal is to
aggregate the world's genetic tests into a single service with
higher quality, faster turnaround time, and lower prices. For more
information, visit our website at invitae.com.
About Good Start Genetics
Good Start Genetics is dedicated to women's health and helping
grow healthy families through its best-in-class genetics offerings.
Using advanced clinical sequencing, proprietary methods and
information tailored to the individual, the Company's suite of
offerings arms clinicians and patients with insightful and
actionable information to promote successful pregnancies and help
build healthy families. The Company's product portfolio, including
GeneVu, EmbryVu and VeriYou, encompasses a multifaceted approach to
genetic testing, featuring solutions for both preimplantation and
carrier screening, while offering comprehensive and flexible
testing options helping a wider range of couples find their paths
to pregnancy at significantly lower costs. Good Start Genetics
complements these offerings with world class customer care and
genetic counseling to help families stay well-informed and be
better prepared for tomorrow. For more information, please visit
www.goodstartgenetics.com.
About CombiMatrix
CombiMatrix Corporation (NASDAQ: CBMX) provides sophisticated
molecular diagnostic solutions and comprehensive clinical support
to foster the highest quality in patient care. CombiMatrix
specializes in pre-implantation genetic diagnostics and screening,
prenatal diagnosis, miscarriage analysis and pediatric
developmental disorders, offering DNA-based testing for the
detection of genetic abnormalities beyond what can be identified
through traditional methodologies. CombiMatrix testing focuses on
advanced technologies, including single nucleotide polymorphism
chromosomal microarray analysis, next generation sequencing,
fluorescent in situ hybridization and high resolution karyotyping.
For more information, please visit www.combimatrix.com.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to the potential benefits and
synergies from the proposed acquisitions; statements relating to
the structure, timing, stockholder approval and/or completion of
the proposed mergers; Invitae's intention to file with the SEC
registration statements on Form S-4 for the CombiMatrix merger and
the warrant exchange offer; Invitae's intention to conduct the
warrant exchange offer; the expected closing dates of the proposed
transactions; Invitae's future product offerings and growth
potential; and Invitae's business strategy, including its
acquisition growth strategy, and its beliefs regarding the ways in
which the proposed acquisitions will contribute to that strategy.
Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially, and reported
results should not be considered as an indication of future
performance. These risks and uncertainties include, but are not
limited to: risks and uncertainties associated with the parties'
ability to satisfy the conditions precedent to the consummation of
the proposed transactions, including stockholder approval of and
the ability to consummate the proposed CombiMatrix merger and the
proposed Good Start merger, the ability of Invitae to conduct the
warrant exchange offer, and the participation by CombiMatrix Series
F warrant holders of the 90% minimum participation; the occurrence
of any event that could give rise to the termination of the merger
agreements; unanticipated difficulties or expenditures relating to
the proposed transactions; legal proceedings that may be instituted
against the parties following announcement of the proposed
transactions; disruptions of current plans and operations caused by
the announcement or pendency of the proposed transactions; the risk
that expected benefits, synergies and growth prospects resulting
from the proposed transactions may not be achieved in a timely
manner, or at all; the risk the businesses of CombiMatrix and/or
Good Start may not be successfully integrated with Invitae's
business following the respective closings; potential difficulties
in employee retention as a result of the announcement and pendency
of the proposed transactions; the reaction of customers and
potential customers, payers, partners and competitors to the
announcement of the proposed transactions; Invitae's failure to
manage growth effectively; Invitae's ability to develop and
commercialize new tests and expand into new markets; risks
associated with Invitae's limited experience with respect to
acquisitions; and the other risks set forth in Invitae's filings
with the Securities and Exchange Commission, including the risks
set forth in its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2017. These
forward-looking statements speak only as of the date hereof, and
Invitae Corporation disclaims any obligation to update these
forward-looking statements.
Additional Information about the CombiMatrix Merger and
Where to Find It
In connection with the CombiMatrix Merger, Invitae Corporation
(the "Company") and CombiMatrix intend to file relevant materials
with the Securities and Exchange Commission (the "SEC"), including
(a) a registration statement on Form S-4 that will contain a proxy
statement/prospectus for CombiMatrix to solicit stockholder
approval of the CombiMatrix Merger and (b) a registration statement
on Form S-4 that will contain offer documents for the Company to
conduct the Warrant Exchange Offer. Investors and security holders
of the Company and CombiMatrix are urged to read these materials
when they become available because they will contain important
information about the Company and CombiMatrix as well as the
CombiMatrix Merger and the Warrant Exchange Offer. The proxy
statement/prospectus and the offering documents and other relevant
materials (when they become available), and any other documents
filed by the Company or CombiMatrix with the SEC, may be obtained
free of charge at the SEC web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents (i) filed with the SEC by the Company, by directing a
written request to: Invitae Corporation, 1400 16th Street,
San Francisco, California 94103,
Attention: Investor Relations or (ii) filed with the SEC by
CombiMatrix, by directing a written request to: CombiMatrix
Corporation, 310 Goddard, Suite 150, Irvine, California 92618, Attention: Investor
Relations. Investors and security holders are urged to read the
proxy statement/prospectus, the offering documents and the other
relevant materials when they become available before making any
voting or investment decision with respect to the CombiMatrix
Merger or the Warrant Exchange Offer.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction 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
in connection with the CombiMatrix Merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and CombiMatrix and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of CombiMatrix in
connection with the CombiMatrix Merger. Information regarding the
special interests of these directors and executive officers in the
CombiMatrix Merger will be included in the proxy
statement/prospectus referred to above. Additional information
regarding the Company's directors and executive officers is also
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2016 and the proxy
statement for the Company's 2017 annual meeting of stockholders.
Additional information regarding CombiMatrix's directors and
executive officers is also included in CombiMatrix's Annual Report
on Form 10-K for the year ended December 31,
2016 and the proxy statement for CombiMatrix's 2017 annual
meeting of stockholders. These documents are available free of
charge at the SEC's web site (www.sec.gov) and from Investor
Relations at the Company or CombiMatrix at the addresses set forth
above.
NOTE: Invitae and the Invitae logo are trademarks of Invitae
Corporation. All other trademarks and service marks are the
property of their respective owners.
Contact:
Kate McNeil
ir@invitae.com
347-204-4226
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SOURCE Invitae Corporation