Pacific Biosciences of California, Inc. (Nasdaq: PACB) (“Pacific
Biosciences” or “PacBio”), a leading provider of high-quality,
long-read sequencing platforms, announced today that it has signed
a definitive merger agreement under which it will acquire Omniome,
a San Diego-based company developing a highly differentiated,
proprietary short-read sequencing platform capable of delivering
high accuracy. When the merger closes, we believe PacBio will be
uniquely positioned as the only company with both highly accurate
long-read and short-read sequencing platforms. The integration of
these complementary technologies will enable PacBio to dramatically
expand its market opportunity for sequencing in novel ways,
providing more value to customers across the broadest spectrum of
applications.
“The acquisition of Omniome is completely aligned with PacBio’s
mission of enabling the promise of genomics to better human health.
Adding Omniome’s short-read sequencing technology to our long-read
portfolio will not only enable us to expand our total market
opportunity, but we believe will also further accelerate the
adoption of SMRT Sequencing as we expect to reach more customers
with a deeper product offering,” said Christian Henry, President
and CEO of PacBio. “We chose Omniome because of its novel approach
which we believe could result in the most accurate short read
sequencing platform to penetrate large, fast growing clinical
application areas in oncology, transcriptomics, metagenomics and
non-invasive prenatal testing (NIPT).”
“The team at Omniome has spent several years developing a new
and differentiated sequencing chemistry, Sequencing by Binding
(SBB). We developed this chemistry because clinical applications
require a level of accuracy that is difficult to achieve with
current sequencing technologies. SBB has fundamental advantages
over other technologies and the potential to deliver higher
sensitivity at a lower cost to unlock new markets,” said Richard
Shen, President at Omniome. “PacBio has assembled a strong
leadership team with vision and deep experience in next generation
sequencing and genomics. We look forward to joining this team and
recognizing the tremendous synergies between our respective
research and development organizations to accelerate the value of
genomics through our combined technology.”
“By bringing together the impressive R&D talent from Omniome
and PacBio, as well as our scaled manufacturing and commercial
infrastructure, we now have a unified team operating on the same
principle: that status quo is simply not good enough when it comes
to the future of genomics,” said Mark Van Oene, Chief Operating
Officer at PacBio. “Scientists and clinical researchers rely on
accurate short reads and accurate long reads to conduct their
science and answer their specific questions. PacBio is committed to
delivering the most advanced combination of sequencing solutions to
enable the complete genomics landscape.”
Transaction Terms
Under the terms of the agreement, PacBio will acquire Omniome
for upfront consideration of approximately $600 million consisting
of 9.4 million shares of PacBio common stock and $300 million in
cash, plus an additional $200 million in cash and stock payable in
connection with the achievement of certain milestones, for an
overall transaction valued at approximately $800 million. The
transaction, which has been unanimously approved by the Boards of
Directors of both companies, is expected to close later this
quarter, subject to customary closing conditions and regulatory
approvals.
Financing Activities
In connection with the proposed acquisition, PacBio has entered
into a definitive agreement to sell approximately 11.2 million
shares of PacBio common stock in a private placement transaction at
a price of $26.75 per share, for aggregate gross proceeds to the
Company of approximately $300 million, with commitments from a
premier syndicate of life sciences investors. The private placement
is being supported by key existing investors in PacBio, including
Casdin Capital, SB Northstar LP, a fund managed by SB Management
Limited, a 100% subsidiary of SoftBank Group Corp., and funds and
accounts advised by T. Rowe Price Associates, Inc. The closing is
subject to customary closing conditions, as well as the closing of
the Omniome acquisition.
Advisors
Centerview Partners served as financial advisor to PacBio in
connection with the acquisition. Cowen served as the exclusive
placement agent to PacBio. Jefferies LLC acted as exclusive
financial advisor to Omniome. Wilson Sonsini Goodrich and Rosati
served as counsel for PacBio, and Cooley LLP served as counsel for
Omniome.
Preliminary Second Quarter Revenue
PacBio also announced preliminary revenue of approximately $30.5
million for the second quarter of 2021, representing growth of
approximately 78% compared to the second quarter of 2020 and the
fifth consecutive quarter of growth. The Company’s full fiscal
results for the second quarter are not yet available and may differ
materially from the preliminary estimate above, which is not a
comprehensive statement of the Company’s financial results and is
not necessarily indicative of the results to be expected for any
future period. The Company is expected to release its full
financial results for the second quarter on August 3, 2021.
Webcast
Management will host a conference call and webcast today at 5:30
a.m. PT / 8:30 a.m. ET to discuss the transaction. Investors may
listen to the call by dialing 1.888.366.7247, or if outside the
U.S., by dialing +1.707.287.9330, using Conference ID # 4188843.
The live webcast of the call and slide deck may be accessed by
visiting the investors section of the company's website at
https://investor.pacificbiosciences.com/. A replay of the webcast
and conference call will be available shortly after the conclusion
of the call and will be archived on the company's website.
For more information, please visit www.pacb.com/omniome.
About Pacific BiosciencesPacific Biosciences of
California, Inc. (NASDAQ: PACB) is empowering life scientists with
highly accurate long-read sequencing. The company’s innovative
instruments are based on Single Molecule, Real-Time (SMRT®)
Sequencing technology, which delivers a comprehensive view of
genomes, transcriptomes, and epigenomes, enabling access to the
full spectrum of genetic variation in any organism. Cited in
thousands of peer-reviewed publications, PacBio® sequencing systems
are in use by scientists around the world to drive discovery in
human biomedical research, plant and animal sciences, and
microbiology. For more information, please
visit www.pacb.com and follow @PacBio.
About OmniomeBased in San Diego and founded in
2013, Omniome is a biotechnology company developing a proprietary
DNA sequencing platform capable of delivering high sequencing
accuracy. Backed by leading life sciences venture investors and a
proven management team, Omniome’s vision is to be the most trusted
DNA sequencing platform and broadly support clinical
sequencing.
PacBio products are provided for Research Use
Only. Not for use in diagnostic procedures.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, nor shall there be any sale of the shares in any state or
jurisdiction in which such offer, solicitation or sale is
unlawful.
The shares of common stock to be issued in the acquisition and
the private placement have not been registered under the Securities
Act, or the securities laws of any other jurisdiction. Unless they
are registered, the shares may be offered only in transactions that
are exempt from registration under the Securities Act and
applicable state securities laws. The shares are being offered and
sold only to persons reasonably believed to be qualified
institutional buyers or accredited investors.
Forward-Looking Statements This press release
may contain “forward-looking statements” within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and
the U.S. Private Securities Litigation Reform Act of 1995,
including statements relating to statements regarding the private
placement; the expected use of proceeds; our preliminary financial
results for the second quarter of 2021; our future results of
operations and financial position, including our expectations
regarding demand for our products and solutions and our future
revenue; financial targets; business strategy; plans and objectives
for expansion and future operations; our assessments of our
competitive advantages and the strength of our solutions and
products; the effectiveness of our go-to-market and growth
strategies, including the positioning of our solutions and products
and the penetration of large, fast-growing clinical areas; the
adoption of SMRT Sequencing; the fundamental advantages of SBB over
other technologies, including the potential to deliver higher
sensitivity at a lower cost to unlock new markets; expectations
regarding timing of new product releases, including for mid- and
high-throughput short read products; the potential ability of
combined product portfolio to address diverse set of applications
and methods; assessments of new and existing customers' reasons for
selecting our solutions and products; potential synergies of having
short and long read products, and anticipated benefits from our
strategic partnerships and the acquisition of Omniome; new
enhancements to our existing products and services or plans for
future products, including short-read sequencing products; the
expected performance or benefits of our offerings, including the
ability of Omniome technology to achieve significant increases in
accuracy and the importance of such accuracy in certain markets,
including oncology and clinical markets; our customer base;
estimates of our potential addressable market and growth
opportunities and our ability to address those opportunities; our
expectations regarding revenue mix, our ability to grow our
business, the drivers of growth and the benefits of our
investments; the terms of the potential acquisition of Omniome; and
the receipt of requisite regulatory approvals and the closing of
the Omniome acquisition and the private placement. Readers are
cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in
their entirety by reference to the following cautionary statements.
All forward-looking statements speak only as of the date of this
press release and are based on current expectations and involve a
number of assumptions, risks and uncertainties that could cause the
actual results to differ materially from such forward-looking
statements. Readers are strongly encouraged to read the full
cautionary statements contained in the Company’s filings with the
Securities and Exchange Commission, including the risks set forth
in the company’s Forms 8-K, 10-K, and 10-Q. The Company disclaims
any obligation to update or revise any forward-looking
statements.
Contacts
Investors:Todd Friedman+1 (650)
521-8450ir@pacificbiosciences.com
Media:Jen Carroll+1 (858)
449-8082pr@pacificbiosciences.com
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