- Creates a broader commercial footprint
and expanded product offering in oncology diagnostics with numerous
near-term product launches to accelerate revenue growth
- Enhances Rosetta Genomics’ leadership
as a provider of proprietary and differentiated content in the
personalized medicine arena
- Rosetta Genomics expects annualized pro
forma 2015 revenues of $10 million to $12 million, and 2016
revenues to exceed $18 million
Rosetta Genomics Ltd. (NASDAQ:ROSG), a leading developer and
provider of microRNA-based and other molecular diagnostics,
announces it has agreed to acquire CynoGen, Inc. (d/b/a
PersonalizeDx) from Prelude Corporation, a Fjord Ventures portfolio
company. The acquisition of PersonalizeDx by Rosetta Genomics is
expected to close within the next several weeks and is contingent
upon the closing of Prelude’s purchase of PersonalizeDx from a
third party.
PersonalizeDx is a rapidly growing molecular diagnostics and
services company serving community-based pathologists, urologists,
oncologists and other reference laboratories across the U.S.
Through this transaction Rosetta Genomics will gain proprietary
tests in prostate, bladder and lung cancer, strong commercial and
laboratory operations capabilities and a state-of-the-art,
high-complexity CLIA laboratory in Lake Forest, California.
The purchase price includes $2.0 million in cash, 500,000
ordinary shares of Rosetta Genomics Ltd., some specified assets and
certain services to be provided by Rosetta Genomics to Prelude
Corporation. In connection with this transaction Rosetta Genomics
will gain rights to market Prelude’s novel assay for ductal
carcinoma in situ (DCIS).
“The acquisition of PersonalizeDx will have wide-ranging,
positive financial, commercial, operational and pipeline impact on
Rosetta Genomics, and brings with it exceptional talent to
complement the industry-leading team at Rosetta Genomics. The
PersonalizeDx business is an excellent strategic and cultural fit,
and we look forward to combining their assays and biomarkers with
our current and future microRNA-based and other assays. With the
expected close of this transaction, we extend a warm welcome to our
new colleagues from PersonalizeDx,” said Kenneth A. Berlin,
President and Chief Executive Officer of Rosetta Genomics.
“In joining forces with PersonalizeDx, Rosetta Genomics will
gain critically important commercial and revenue scale in the
marketplace for oncology diagnostics, along with a strategic focus
on delivering high-value content that aids in diagnoses, optimizes
treatment decisions, enables targeted therapy selections and
facilitates treatment monitoring. A shared commitment to
unsurpassed quality and turnaround time and to improving the lives
of people with cancer will guide our operations and contribute to
our success,” added Mr. Berlin.
According to Olav Bergheim, Managing Director of Fjord Ventures,
“Rosetta Genomics, with its commitment to being a leading provider
of differentiated and proprietary content in the area of
personalized medicine, is a great strategic fit for PersonalizeDx.
In addition to world-leading expertise in microRNA-based assay
development, Rosetta Genomics brings strong reimbursement
capabilities and service lab operational know-how.”
Financials and Financial Guidance
On an annualized pro forma basis, including the operations of
the PersonalizeDx business, Rosetta Genomics expects 2015 revenues
to be in the range of $10 million to $12 million, and expects 2016
revenues to exceed $18 million. Rosetta Genomics also expects to
achieve positive EBITDA and positive cash flow from operations
prior to the end of 2017.
Product and Commercial Synergies
Rosetta Genomics currently offers the Rosetta Cancer Origin
Test™, the Rosetta Lung Cancer Test™ and the Rosetta Kidney Cancer
Test™, and plans to launch its thyroid neoplasia assay in the third
quarter of 2015. Rosetta Genomics markets the Rosetta Genomics
PGxOne™ test and the EGFR and KRAS sequencing services for Admera
Health.
The expected expanded commercial capability from combining these
two companies will benefit the launch of Rosetta Genomics’ novel
thyroid assay later this year, as well as the launches of new
PersonalizeDx products.
There are multiple areas of product synergies between Rosetta
Genomics and the PersonalizeDx business, notably in urologic and
lung cancers. For example, the recent combination of Rosetta’s Lung
Cancer Test with Admera’s genomic markers for targeted therapies
will be strengthened by adding the PersonalizeDx Fluorescence in
situ Hybridization (FISH) and molecular markers for actionable
genomic targets, thereby creating a strong lung cancer diagnostic
franchise.
Including the pipeline from PersonalizeDx, Rosetta Genomics is
now positioned to launch five novel, proprietary assays within the
next 12 months, which will provide a foundation for growth well
into the future.
About Rosetta Cancer Testing Services
Rosetta Cancer Tests are a series of microRNA-based diagnostic
testing services offered by Rosetta Genomics. The Rosetta Cancer
Origin Test™ can accurately identify the primary tumor type in
primary and metastatic cancer including cancer of unknown or
uncertain primary (CUP). The Rosetta Lung Cancer Test™ accurately
identifies the four main subtypes of lung cancer using small
amounts of tumor cells. The Rosetta Kidney Cancer Test™ accurately
classifies the four most common kidney tumors: clear cell renal
cell carcinoma (RCC), papillary RCC, chromophobe RCC and
oncocytoma. Rosetta’s assays are designed to provide objective
diagnostic data; it is the treating physician’s responsibility to
diagnose and administer the appropriate treatment. In the U.S.
alone, Rosetta Genomics estimates that 200,000 patients a year may
benefit from the Rosetta Cancer Origin Test™, 65,000 from the
Rosetta Kidney Cancer Test™ and 226,000 patients from the Rosetta
Lung Cancer Test™. The Company’s assays are offered directly by
Rosetta Genomics in the U.S., and through distributors around the
world. In addition, Rosetta markets the Rosetta Genomics PGxOne™
test and the EGFR and KRAS sequencing services for Admera Health.
For more information, please visit www.rosettagenomics.com. Parties
interested in ordering any of these tests should contact Rosetta
Genomics at (215) 382-9000 ext. 309.
About Rosetta Genomics
Rosetta develops and commercializes a full range of
microRNA-based molecular diagnostics. Founded in 2000, Rosetta’s
integrative research platform combining bioinformatics and
state-of-the-art laboratory processes has led to the discovery of
hundreds of biologically validated novel human microRNAs. Building
on its strong patent position and proprietary platform
technologies, Rosetta is working on the application of these
technologies in the development and commercialization of a full
range of microRNA-based diagnostic tools. Rosetta’s cancer testing
services are commercially available through its Philadelphia-based
CAP-accredited, CLIA-certified lab.
About Prelude Corporation
Prelude Corporation is developing a prognostic test for ductal
carcinoma in situ (DCIS). The company’s proprietary risk algorithms
combine results from a panel of biomarkers that reveal a patient’s
DCIS biology. Over 60,000 women in the United States are diagnosed
with DCIS (stage 0 breast cancer) annually. Prelude’s DCIS test is
designed to enable these women and their treating physicians to
make personalized treatment decisions based on their own biological
profile. This approach may help thousands of women avoid overly
aggressive therapies that contribute to the rising cost of
healthcare and increasing morbidity.
About Fjord Ventures
Fjord Ventures, founded by life science entrepreneur Olav
Bergheim, is an innovative technology accelerator that creates and
invests in companies developing disruptive healthcare solutions.
Fjord provides portfolio companies with operational management
expertise and a highly capital efficient shared infrastructure.
Fjord focuses on identifying, developing and commercializing life
science innovations. Since its formation in 2005, Fjord Ventures
has created more than 10 companies.
Forward-Looking Statement Disclaimer
Various statements in this news release concerning Rosetta’s
future expectations, plans and prospects, including without
limitation, the expectation for pro forma revenues in 2015 and
2016, and that Rosetta expects to achieve positive EBITDA and
positive cash flow from operations in 2017, statements relating to
any synergies, including product synergies, or other expectations
regarding the acquisition of PersonalizeDx, including that the
acquisition will have wide-ranging and positive financial,
commercial, operational and pipeline impact, and the timing with
respect to commercial launch of assays within the next 12 months as
well any information relating to the expected closing of the
acquisition, constitute forward-looking statements for the purposes
of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. Actual results may differ materially
from those indicated by these forward-looking statements as a
result of various important factors, including those risks more
fully discussed in the "Risk Factors" section of Rosetta’s Annual
Report on Form 20-F for the year ended December 31, 2014 as
filed with the SEC. In addition, any forward-looking statements
represent Rosetta’s views only as of the date of this news release
and should not be relied upon as representing its views as of any
subsequent date. Rosetta does not assume any obligation to update
any forward-looking statements unless required by law.
Company:Rosetta GenomicsKen Berlin, 609-419-9003President
& CEOinvestors@rosettagenomics.comorInvestors:LHAAnne
Marie Fields, 212-838-3777afields@lhai.comorBruce Voss,
310-691-7100bvoss@lhai.com
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