NEW YORK and LA JOLLA, Calif., May
29, 2019 /PRNewswire/ -- Constellation Alpha Capital
Corp. (NASDAQ: CNAC) ("Constellation"), a special purpose
acquisition company, announced that it has executed a definitive
agreement to merge with DermTech, Inc. ("DermTech"), a molecular
genomics company, with an initial focus on skin cancer, that
develops and markets novel non-invasive diagnostic tests.
About DermTech, Inc.
DermTech is a leading genomics
company in dermatology, bringing precision medicine to the
diagnosis and treatment of skin disease. DermTech markets and
develops products that facilitate the early detection of skin
cancers, assess inflammatory diseases and help customize drug
treatment. DermTech analyzes skin samples collected non-invasively
using an adhesive patch rather than a scalpel. DermTech's
mission is to transform dermatology by delivering highly accurate
and objective information to the clinician to improve care and
reduce costs.
Mr. Rajiv Sarman Shukla, Chairman
and Chief Executive Officer of Constellation, said, "DermTech has
developed a deep pipeline of dermatology-focused diagnostic tests
with superior clinical sensitivity, improved patient comfort due to
non-invasive sample collection and meaningful cost savings for
payors. We are excited to bring this potential opportunity to
our shareholders."
Dr. John Dobak, Chief Executive
Officer of DermTech, said, "We look forward to completing this
transaction, which will allow us to scale up commercialization of
our skin cancer products, support the development of new products
and expand our collaborations with pharmaceutical partners.
DermTech has developed a unique diagnostic platform addressing
large commercial opportunities, based on a foundation of science,
clinical evidence and physician and patient value. This
transaction provides us an opportunity to utilize and build upon
our platform."
About Constellation Alpha Capital Corp.
Constellation, a special purpose acquisition company, was formed by
Mr. Rajiv Sarman Shukla.
Constellation raised $143.75 million
in its initial public offering in June
2017.
Additional information about Constellation is available at
www.ConstellationAlpha.com.
Key Transaction Terms
Under the terms of the
transaction, Constellation will domesticate its jurisdiction of
incorporation from the British Virgin
Islands to the State of
Delaware and DermTech will merge with a wholly-owned
subsidiary of Constellation. All of DermTech's outstanding capital
stock will be converted into 16 million shares of newly issued
Constellation common stock, less the number of shares of
Constellation common stock that can be acquired or received
pursuant to certain DermTech equity awards. In addition,
Constellation has entered into subscription agreements with new
health care focused institutional investors as well as certain
existing investors in DermTech to sell approximately 6.2 million
shares of its common stock at a purchase price of $3.25 per share for an aggregate of $20 million in a private placement that will
close in connection with the closing of the transaction. It
is anticipated that DermTech shareholders will own approximately
63.7% of the combined company's shares and the private placement
investors will own approximately 24.5% of the combined company's
shares following the consummation of the merger, but final
ownership percentages will depend on the amount of redemptions by
Constellation shareholders.
The definitive agreement contains a minimum cash closing
condition of $15 million, which
Constellation expects to satisfy with proceeds from the private
placement described above. The merger agreement further
provides that the closing of the transaction is subject to approval
by Constellation's shareholders and the satisfaction of other
closing conditions. The transaction is expected to close in
the third quarter of 2019. Shares of Constellation common
stock may be redeemed by public stockholders for a price of
approximately $10.45 upon
consummation of the transaction. Cowen and Company, LLC is
acting as financial and capital markets advisor to
Constellation. Greenberg Traurig, LLP is acting as legal
counsel to Constellation. Mintz is acting as legal counsel to
DermTech.
A full description of the transaction terms will be provided in
a Registration Statement on Form S-4 that will include a joint
information statement for the stockholders of DermTech and proxy
statement for the shareholders of Constellation, which will
constitute a prospectus of Constellation in respect of the shares
of Common Stock to be issued in the transaction (the "Joint Proxy
Statement"), to be filed with the United States Securities and
Exchange Commission ("SEC"). Constellation urges investors,
shareholders and other interested persons to read, when available,
the preliminary Joint Proxy Statement as well as other documents
filed with the SEC because these documents will contain important
information about Constellation, DermTech and the
transaction. The definitive Joint Proxy Statement will be
mailed to shareholders of Constellation as of a record date to be
established for voting on the proposed transaction.
Shareholders will also be able to obtain a copy of the Joint Proxy
Statement, without charge, by directing a request to: Constellation
Alpha Capital Corp., Emerald View,
Suite 400, 2054 Vista Parkway, West Palm
Beach, FL 33411. The preliminary and definitive Joint
Proxy Statement, once available, can also be obtained, without
charge, at the SEC's website (www.sec.gov) and Constellation's
website.
Participants in the Solicitation
Constellation,
DermTech and their respective directors and executive officers may
be considered participants in the solicitation of proxies with
respect to the proposed transaction described in this press release
under the rules of the SEC. Information about the directors
and executive officers of Constellation is set forth in
Constellation's Annual Report on Form 10-K for the fiscal year
ended March 31, 2018, which was filed
with the SEC on June 29, 2018.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the
shareholders in connection with the proposed transaction will be
set forth in the Joint Proxy Statement when it is filed with the
SEC. These documents can be obtained free of charge from the
sources indicated above.
Non-Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Constellation or DermTech, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a definitive
document.
Forward-Looking Statements
This press release
includes certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters. These forward-looking statements include, but are
not limited to, statements regarding projections, estimates and
forecasts of revenue and other financial and performance metrics
and projections of market opportunity and expectations, and the
closing of the proposed transaction and the private
placement. These statements are based on various assumptions
and on the current expectations of Constellation and DermTech
management and are not predictions of actual performance.
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.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of Constellation and
DermTech. These forward-looking statements are subject to a
number of risks and uncertainties, including the outcome of
judicial and administrative proceedings to which DermTech may
become a party or governmental investigations to which DermTech may
become subject that could interrupt or limit DermTech's operations,
result in adverse judgments, settlements or fines and create
negative publicity; changes in DermTech's clients' preferences,
prospects and the competitive conditions prevailing in the
healthcare sector; the inability of the parties to successfully or
timely consummate the proposed transaction, including the risk that
any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the proposed
transaction or that the approval of the shareholders of
Constellation and/or the stockholders of DermTech for the proposed
transaction is not obtained; failure to realize the anticipated
benefits of the proposed transaction, including as a result of a
delay in consummating the proposed transaction or a delay or
difficulty in integrating the businesses of Constellation and
DermTech; the amount of redemption requests made by Constellation's
shareholders; those factors discussed in Constellation's Annual
Report on Form 10-K for the fiscal year ended March 31, 2018 under the heading "Risk Factors,"
and other documents of Constellation filed, or to be filed, with
the SEC. If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Constellation nor DermTech presently
know or that Constellation and DermTech currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In
addition, forward-looking statements reflect Constellation's and
DermTech's expectations, plans or forecasts of future events and
views as of the date of this press release. Constellation and
DermTech anticipate that subsequent events and developments will
cause Constellation's and DermTech's assessments to change.
However, while Constellation and DermTech may elect to update these
forward-looking statements at some point in the future,
Constellation and DermTech specifically disclaim any obligation to
do so. These forward-looking statements should not be relied
upon as representing Constellation's and DermTech's assessments as
of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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SOURCE Constellation Alpha Capital Corp.
