SAN FRANCISCO, Sept. 7, 2021 /PRNewswire/ -- Invitae
(NYSE: NVTA), a leading medical genetics company, today
announced it has entered into a definitive agreement to acquire
Ciitizen, a patient-centric consumer health tech company.
Backed by a16z, Section 32 and Verily, Ciitizen is working to build
a global platform to help patients collect, organize, store and
share their medical records digitally. The acquisition would
enhance Invitae's platform by providing patients an easy-to-use,
centralized hub for their genomic and clinical information, which
together comprise a powerful dataset with the potential to drive
research and improve healthcare decision making.
"Invitae is relentlessly pursuing a day when genetics is used
routinely to improve healthcare for billions of people around the
globe. We believe combining Ciitizen's state-of-the-art,
transparent and patient-consented platform with our technologies
and services will accelerate our evolution into a genome
information company that informs healthcare throughout one's life.
This would give us the ability to engage patients, create an
innovative patient-centered data ecosystem and deliver better
outcomes for everyone. Invitae views the acquisition of Ciitizen as
an important part of its strategy to be the industry leader across
the genetic testing, software and health information technology
spaces," said Sean George, Ph.D.,
co-founder and CEO of Invitae.
"Ciitizen has already helped patients take ownership of their
medical records to optimize therapy for themselves and contribute
their data towards a variety of goals, including research on rare
diseases," said Anil Sethi, CEO and founder of Ciitizen. "Patients
leave a breadcrumb trail of records behind them, and we believe
access to this real-world data is key to personalized therapeutics
in the future. The combination of lifelong health history together
with Invitae's world-class genetic and data services would enable a
digital ecosystem of personalized services for each patient.
Democratization of patient-consented data is expected to improve
outcomes by providing access to third-parties for whom the patient
has granted consent. Unlike many health data companies, we
operate on the premise that it's the patient's data, not ours."
Dr. George continued, "Genomics is currently a laboratory
testing-based industry, but in the future it will look very much
like an information industry. Developing an open-ended
patient-centric platform of genomic, clinical and reported outcomes
creates a thriving and purposeful network that truly advances
healthcare. Patient control is the big differentiator at Ciitizen
and at Invitae; and we believe combining forces is the right
strategy for our businesses going forward."
Empowering patients to combine their genomic and clinical
information to improve clinical care
Invitae is working to aggregate results from the world's genetic
tests into a single, easy-to-use service that makes genetic
information accessible to all who can benefit from it - always with
patient consent. Over the past five years, Invitae has completed 13
acquisitions that have expanded its testing menu, lowered the cost
of its tests, improved its customer experience and enhanced its
ability to attract partners. Invitae raised more than $1.4 billion since the beginning of 2021, in part
to identify and acquire key assets that bring the company closer to
delivering on its vision.
The addition of Ciitizen is expected to empower Invitae to more
quickly extend its platform, adding a complementary patient service
that streamlines the process of collecting and organizing health
information from any source and uses machine learning to transform
the unstructured (and largely untapped) health information to
enable better care decisions, find clinical trials, and power
research using real-world evidence. In addition, as the use of
Invitae testing and the Ciitizen service expands, third-party
access to consented genomic and other clinical data can be
democratized to power a variety of applications that can enhance
Invitae's business and growth strategy.
Under the terms of the agreement, Invitae will acquire Ciitizen
for approximately $325 million
(subject to adjustment), consisting of (i) approximately
$125 million in cash and (ii)
approximately 7,070,000 shares of Invitae common stock (based upon
a trailing average closing price prior to the agreement date).
Invitae will also issue approximately $225
million in restricted stock units (RSUs) to new employees
who join Invitae in connection with its acquisition of Ciitizen.
These RSUs will be granted under Invitae's 2015 Stock Incentive
Plan, which is being amended and restated to increase a pool of
shares of Invitae common stock thereunder which is used exclusively
for the grant of inducement awards in compliance with New York
Stock Exchange Rule 303A.08 ("Rule 303A.08"). These RSUs have been
approved by the Invitae Board of Directors and will be made as an
inducement material to each employee entering into employment with
Invitae in reliance on the employment inducement exemption under
Rule 303A.08. These RSUs will cover up to a total of approximately
8,125,000 shares of Invitae common stock (based upon a trailing
average closing price prior to the agreement date) and will vest in
tranches of one-third upon each of the first, second and third
anniversaries of the date of grant, subject to acceleration in the
event of a termination without cause by Invitae or a termination
with good reason by a recipient. A total of 99 recipients will
receive these RSUs, and Anil Sethi, the CEO and founder of
Ciitizen, will receive RSUs with respect to approximately 2,011,000
shares of Invitae common stock.
The transaction, which has been unanimously approved by the
Boards of Directors of both companies, is expected to close this
Conference Call and Webcast today at 8:30 a.m. ET / 5:30 a.m.
Management will host a conference call and webcast today at
8:30 a.m. ET / 5:30 a.m. PT to discuss the transaction. To
register for the conference call, please use the link below. Upon
registering, each participant will be provided with call details
and a registrant ID.
The live webcast of the call and slide deck may be accessed here
or by visiting the investors section of the company's website at
ir.invitae.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.
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.
Ciitizen is a patient-centric consumer health technology
platform that enables patients to collect, store and share their
medical records in a single location. Ciitizen developed
proprietary machine learning and AI technologies to abstract
critical information from unstructured health records to advance
the understanding of diseases, match patients with potentially
life-saving clinical trials, and enable better care decisions.
Ciitizen also provides valuable big data analytics and data quality
technologies to the network of Health Information Exchanges (HIEs)
to produce research-ready, regulatory-grade data within minutes,
instead of hours or days, and ensure HIEs can comply with the
Information Blocking regulations.
For more information, visit Ciitizen.com or follow
Ciitizen, the Ciitizen logo and Ciitizen Corp are trademarks and
service marks of Ciitizen Corp. You are not permitted to use the
Marks without prior written consent of Ciitizen Corp.
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, including future products
and services and customers served, benefits to patients, synergies,
opportunities, product attributes and offerings, and financial and
other effects, the transaction structure, and the expected timing
of completion of the proposed acquisition; statements regarding
Invitae's belief that the acquisition will accelerate the evolution
of its business and the nature and benefits of any such evolution;
and Invitae's beliefs regarding its business and growth strategy
and its views with respect to the future of the industry.
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 ability of Invitae to execute its
business strategy; the ability of Invitae to develop a health data
platform and the benefits thereof; the risk that the anticipated
benefits from the proposed acquisition cannot be realized in full
or at all or may take longer to realize than expected; risks
related to integration and employee retention; the amount and
nature of competition; and the other risks set forth in Invitae's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. 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 for Invitae:
Media Contact for Ciitizen:
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SOURCE Invitae Corporation