SAN FRANCISCO, April 5, 2021 /PRNewswire/ -- Invitae (NYSE:
NVTA), a leading medical genetics company, today announced it has
entered into a definitive agreement to acquire Genosity Inc.
("Genosity"), a genomics company offering innovative software and
laboratory solutions to enable development and deployment of
complex sequencing based tests. The acquisition would bring
Genosity's specialized capabilities onto the Invitae platform to
accelerate the time to market and decentralization of Invitae's
personalized oncology offerings, including somatic and germline
offerings poised to help transform how cancer is diagnosed, treated
and monitored.
![Invitae's (NVTA) mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. www.invitae.com (PRNewsFoto/Invitae Corporation) Invitae's (NVTA) mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. www.invitae.com (PRNewsFoto/Invitae Corporation)](https://mma.prnewswire.com/media/268592/invitae_corporation_logo.jpg)
"Each individual cancer is unique. The way we diagnose and treat
it must be as well," said Robert
Nussbaum, M.D., chief medical officer of Invitae. "Our goal
is to move as quickly as we can toward the day where each cancer
patient receives timely, comprehensive genetic information that is
used to guide their care from diagnosis to monitoring for disease
recurrence. Together with Genosity, we believe our combined novel
capabilities and capacity will help us reach that day sooner for
patients around the globe."
Genosity has built an industry-leading suite of highly
specialized capabilities designed to support the use of next
generation sequencing in oncology development and clinical care,
ranging from basic research to clinical testing for regulated
studies. The company currently works with Invitae on a number of
projects and clinical trials. Becoming a part of Invitae is
expected to provide important advantages for the development and
launch of Invitae's oncology products, which include three devices
under development that have received breakthrough device
designation from the U.S. Food and Drug Administration (FDA),
including the capacity, speed, and efficiency required to serve
mainstream medicine cost effectively both with central laboratory
services and decentralized kitted products.
"Genosity, under the insightful leadership of Marc Grodman, MD, has been able to develop
solutions which enable broader adoption of genomic testing. Our
laboratory services, end-to-end software solutions and data
management platform are an ideal fit as Invitae develops
best-in-class options for MRD-based cancer monitoring," said
Robert D. Daber, Ph.D., president
and chief technology officer of Genosity. "In Invitae we have found
a like-minded partner focused on making genomics more affordable
and accessible worldwide."
Maximum flexibility to accelerate the future of cancer care
worldwide
Invitae is currently developing its Personalized Cancer
MonitoringTM (PCM) platform as an in vitro diagnostic
(IVD) intended for regulatory submission. PCM analyzes a patient's
unique genetic profile of their specific cancer and uses it to
monitor their blood to detect cancer recurrence early when it is
most curable. Invitae's PCM test, if approved for use, will be
augmented by Genosity technology and capabilities to distribute PCM
globally, increasing accessibility and reducing turnaround time.
With this capability, we believe Invitae will be uniquely able to
meet the needs of cancer patients worldwide, whether their
clinicians send out to a central testing service or rely on tests
that are completed locally by in-house laboratories.
In January 2020, Invitae received
Breakthrough Device Designation from the FDA for PCM.
Transaction Terms
Under the terms of the agreement, Invitae will acquire Genosity
for approximately $200 million,
consisting of (i) approximately $120
million in cash and (ii) approximately $80 million in shares of Invitae common stock
(based upon a trailing average closing price prior to the date of
closing but subject to certain potential adjustments), with such
stock and cash consideration subject to reduction based upon
certain debt and transaction expenses of Genosity determined at
closing.
The transaction, which has been unanimously approved by the
Boards of Directors of both companies, is expected to close in the
second quarter, subject to customary closing conditions including
the expiration or early termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.
In connection with the transaction, Invitae will grant
restricted stock units ("RSUs") having a value of up to
$15 million to certain continuing
employees of Genosity. These RSUs will be granted under Invitae's
2015 Stock Incentive Plan (the "2015 Plan"), which is being amended
to create an additional pool of shares of Invitae common stock to
be used exclusively for the grant of inducement awards in
compliance with New York Stock Exchange Rule 303A.08 ("Rule
303A.08"). These RSUs were approved by the Invitae Board of
Directors and will be granted as an inducement material for
continued employment following the acquisition of Genosity in
reliance on the employment inducement exemption under Rule 303A.08.
These RSUs will vest annually over three years and, in certain
instances, the number of RSUs that vest on each vesting date will
be calculated based upon a trailing average closing price prior to
the date of closing of the Genosity acquisition.
Advisors
Cowen served as exclusive financial advisor to Genosity in
connection with the acquisition.
Other Inducement Grants for Previous Transaction
Unrelated to the Genosity transaction, Invitae reported
inducement grants in connection with the addition of certain assets
and key personnel from a small organization called IntelliGene
Health Informatics, LLC. which was focused on specialized software
capabilities and technologies and will augment Invitae's oncology
offerings.
In connection with Invitae's acquisition of assets from
IntelliGene Health Informatics, LLC ("IntelliGene") for
approximately $2.7 million, Invitae
granted RSUs having a value of up to $6.225
million to certain employees and consultants of IntelliGene
who continue as employees of Invitae. These RSUs were granted
under the 2015 Plan, which was amended to provide for an additional
pool of shares of Invitae's common stock to be used exclusively for
the grant of inducement awards in compliance with Rule
303A.08. These RSUs were approved by the Invitae Board of
Directors and were granted as a material inducement for continued
employment following the acquisition of assets from IntelliGene in
reliance on the employment inducement exemption under NYSE Rule
303A.08. These RSUs vest in two installments at 12 months and
24 months following the acquisition of IntelliGene assets.
The number of RSUs that vest on each vesting date will be
calculated based on the volume-weighted average trading price of
the company's common stock on the NYSE for a trailing 20 trading
day period prior to the grant date or, in certain situations, the
vesting date.
About Invitae
Invitae Corporation (NYSE: NVTA) is a leading medical
genetics company whose mission is to bring comprehensive genetic
information into mainstream medicine to improve 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 the
company's website at invitae.com.
About Genosity
Genosity is a life science biotechnology company that employs
its expertise, novel software solutions and laboratory services for
both somatic and germline applications to enable its strategic
partners to fully realize the value of precision medicine for both
the research and clinical markets. For more information, please
visit us at genosity.com.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the expected benefits and
advantages of the proposed acquisition; statements regarding
Invitae's belief that the acquisition will accelerate the timeline
to market and decentralization Invitae's future product offerings;
statements regarding Invitae's belief that the acquisition will
provide advantages for the development and launch of its potential
oncology products, and the nature of any potential advantages;
statements regarding the ability of Genosity's technology and
capabilities to distribute PCM globally, increasing accessibility
and reducing turnaround time; Invitae's belief that it will be able
to uniquely meet the needs of cancer patients worldwide; and the
expected timing of completion of the proposed transaction. .
Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially. These risks
and uncertainties include, but are not limited to: the ability of
the parties to close the transaction, including obtaining any
required regulatory approvals; the failure to realize the
anticipated benefits from the proposed acquisition on a timely
basis or at all; the possibility that costs or difficulties related
to the integration of Genosity's operations with those of Invitae
will be greater than expected; and the other risks set forth in
Invitae's Annual Report on Form 10-K for the year ended
December 31, 2020. These
forward-looking statements speak only as of the date hereof, and
Invitae disclaims any obligation to update these forward-looking
statements.
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:
Laura D'Angelo
ir@invitae.com
(628) 213-3369
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SOURCE Invitae Corporation