SAN FRANCISCO, Nov. 8, 2017 /PRNewswire/ -- Invitae
Corporation (NYSE: NVTA) one of the fastest growing genetic
information companies, today issued a reminder to CombiMatrix
Corporation Series F warrant holders regarding the previously
announced offer to exchange (the "Exchange Offer") each outstanding
Series F warrant (CUSIP No. 20009T147) (the "CombiMatrix Series F
warrants") to acquire one share of common stock of CombiMatrix
Corporation ("CombiMatrix") for 0.3056 of a share of common stock,
par value $0.0001 per share, of
Invitae (the "Invitae Common Stock"). All of the previously
disclosed terms and conditions of the Exchange Offer remain
unchanged.
The Exchange Offer will expire at 12:00 midnight, New York City time, at the end of November 13, 2017 (i.e., one minute after
11:59 p.m., New York City time, on November 13, 2017), unless extended.
Upon the terms and subject to the conditions set forth in
Invitae's prospectus/offer to exchange, dated October 6, 2017, as supplemented on October 23, 2017 (collectively, the
"Prospectus"), and the related Letter of Transmittal, Invitae is
offering to exchange, for each CombiMatrix Series F warrant validly
tendered and not withdrawn in the Exchange Offer, 0.3056 of a share
of Invitae Common Stock. The Exchange Offer is being made by
Invitae in connection with an Agreement and Plan of Merger and
Reorganization dated July 31, 2017
(the "Merger Agreement"), pursuant to which Invitae will acquire
all of the capital stock of CombiMatrix, subject to certain closing
conditions (the "Proposed Merger").
For purposes of calculating and satisfying the condition in the
Merger Agreement that at least 90% of the CombiMatrix Series F
warrants outstanding immediately prior to the date of the Merger
Agreement shall have been validly tendered and not withdrawn prior
to the expiration of the Exchange Offer, which is a condition to
Invitae's obligation to consummate the Proposed Merger, Invitae
will also count towards such 90% requirement any and all
CombiMatrix Series F warrants that are validly exercised prior to
the expiration of the Exchange Offer (including, for this purpose,
such exercises as are made contingent solely upon a closing of the
Proposed Merger). The Exchange Offer is also subject to the
satisfaction or waiver, in Invitae's sole discretion, of certain
conditions, as described in the Prospectus.
In the event the Exchange Offer and Proposed Merger are
completed, Invitae and CombiMatrix intend to make the appropriate
filings to delist any remaining unexchanged CombiMatrix Series F
warrants from trading on the NASDAQ Capital Market. The
ability to sell unexchanged and unexercised CombiMatrix Series F
warrants (which will be converted into Invitae warrants if the
Proposed Merger is completed) will become limited and could cease
to exist due to the anticipated reduction in the amount of warrants
outstanding upon completion of the Exchange Offer and the intended
delisting of the warrants.
How to Tender Warrants
CombiMatrix Series F warrant holders can tender their
CombiMatrix Series F warrants by following the instructions
provided in the Prospectus and related Letter of Transmittal.
For CombiMatrix Series F warrants that are held in "street name"
through a broker, dealer, commercial bank, trust company or other
nominee, the warrant holder should contact such broker or other
nominee to provide instructions to tender within the time period
provided by the broker or other nominee. Any such broker or
other nominee may establish a deadline before the expiration of the
Exchange Offer by which a warrant holder must provide it with
instructions.
How to Exercise Warrants
CombiMatrix Series F warrant holders can exercise their
CombiMatrix Series F warrants prior to expiration of the Exchange
Offer by following the procedure outlined in their Series F
warrant. For CombiMatrix Series F warrants that are held in
"street name" through a broker, dealer, commercial bank, trust
company or other nominee, the warrant holder should contact such
broker or other nominee to provide instructions to exercise within
the time period provided by the broker or other nominee. If a
warrant holder wishes to exercise such holder's CombiMatrix Series
F warrants contingent solely upon a closing of the Proposed Merger,
such holder must give such broker or other nominee instructions to
exercise such holder's warrants contingent solely upon a closing of
the Proposed Merger within a time period prior to the expiration of
the Exchange Offer provided by such holder's broker or other
nominee. Any such broker or other nominee may establish a
deadline before the expiration of the Exchange Offer by which a
warrant holder must provide it with instructions.
Requesting Information
This announcement does not contain the full terms and conditions
of the Exchange Offer. The complete terms and conditions of the
Exchange Offer are set forth in the Prospectus and related Letter
of Transmittal that have been sent to holders of CombiMatrix
Series F warrants. Copies of the Prospectus and Letter of
Transmittal may be obtained from the Information Agent for the
Exchange Offer, Advantage Proxy, Inc., at (877) 870-8565 (toll
free) or (206) 870-8565 (collect).
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any securities. The Exchange Offer is being made solely pursuant to
the Prospectus, the Letter of Transmittal and related materials, as
they may be amended or supplemented. Holders of CombiMatrix Series
F warrants should read Invitae's commencement Exchange Offer
statement on Schedule TO, as amended, filed with the SEC in
connection with the Exchange Offer, which includes as exhibits the
Prospectus, the Letter of Transmittal and related materials, as
well as any amendments or supplements to the Schedule TO when they
become available, because they contain important information. Each
of these documents has been (or in the case of any amendments or
supplements, will be) filed with the SEC, and, when available,
holders may obtain them for free from the SEC at its website
(www.sec.gov) or from Invitae's information agent in connection
with the Exchange Offer.
About Invitae
Invitae Corporation (NYSE: NVTA) is one of the fastest growing
genetic information companies in the
United States. Invitae's mission is to bring comprehensive
genetic information into mainstream medical practice to improve the
quality of 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 our website at invitae.com.
About CombiMatrix
CombiMatrix Corporation (CBMX) provides sophisticated molecular
diagnostic solutions and comprehensive clinical support to foster
the highest quality in patient care. CombiMatrix specializes in
pre-implantation genetic diagnostics and screening, prenatal
diagnosis, miscarriage analysis and pediatric developmental
disorders, offering DNA-based testing for the detection of genetic
abnormalities beyond what can be identified through traditional
methodologies. CombiMatrix testing focuses on advanced
technologies, including single nucleotide polymorphism chromosomal
microarray analysis, next generation sequencing, fluorescent in
situ hybridization and high resolution karyotyping. For more
information, please visit www.combimatrix.com.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to the expected expiration date
of the Exchange Offer; the structure, timing, stockholder approval
and/or completion of the Proposed Merger; Invitae's future product
offerings and growth potential; and Invitae's business strategy,
including its acquisition growth strategy, and its beliefs
regarding the ways in which the Proposed Merger and Exchange Offer
will contribute to that strategy. Forward-looking statements are
subject to risks and uncertainties that could cause actual results
to differ materially, and reported results should not be considered
as an indication of future performance. These risks and
uncertainties include, but are not limited to: risks and
uncertainties associated with the parties' ability to satisfy the
conditions precedent to the consummation of the proposed
transactions, including stockholder approval of and the ability to
consummate the Proposed Merger, the ability of Invitae to conduct
the Exchange Offer, and the participation by CombiMatrix Series F
warrant holders at the 90% minimum threshold; the occurrence of any
event that could give rise to the termination of the Merger
Agreement; unanticipated difficulties or expenditures relating to
the Proposed Merger or the Exchange Offer; legal proceedings that
may be instituted against the parties in connection with the
Proposed Merger or the Exchange Offer; disruptions of current plans
and operations caused by the announcement or pendency of the
Exchange Offer or Proposed Merger; the risk that expected benefits,
synergies and growth prospects resulting from the Proposed Merger
may not be achieved in a timely manner, or at all; the risk the
businesses of CombiMatrix may not be successfully integrated with
Invitae's business following the closing of the Proposed Merger;
potential difficulties in employee retention as a result of the
announcement and pendency of the Proposed Merger; the reaction of
customers and potential customers, payers, partners and competitors
to the announcement of the Proposed Merger; Invitae's failure to
manage growth effectively; Invitae's ability to develop and
commercialize new tests and expand into new markets; risks
associated with Invitae's limited experience with respect to
acquisitions; and the other risks set forth in Invitae's filings
with the Securities and Exchange Commission, including the risks
set forth in its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2017 and, when
available, its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017. These
forward-looking statements speak only as of the date hereof, and
Invitae Corporation disclaims any obligation to update these
forward-looking statements.
Additional Information about the Exchange Offer and
Proposed Merger and Where to Find It
In connection with the Exchange Offer and Proposed Merger,
Invitae and CombiMatrix have filed relevant materials with the
Securities and Exchange Commission (the "SEC"), including (a) a
registration statement on Form S-4 (Registration No. 333-220448)
filed by Invitae that contains offer documents for Invitae to
conduct the Exchange Offer and (b) a registration statement on Form
S-4 (Registration No. 333-220447) filed by Invitae that contains a
proxy statement/prospectus for CombiMatrix to solicit stockholder
approval of the Proposed Merger. These registration statements were
declared effective on October 5,
2017. Investors and securityholders of CombiMatrix are urged
to read these materials because they contain important information
about Invitae and CombiMatrix as well as the Exchange Offer and
Proposed Merger. The offering documents, the proxy
statement/prospectus and other relevant materials, and any other
documents filed by Invitae or CombiMatrix with the SEC, may be
obtained free of charge at the SEC web site at www.sec.gov. In
addition, investors and securityholders may obtain free copies of
the documents (i) filed with the SEC by Invitae, by directing a
written request to: Invitae Corporation, 1400 16th Street,
San Francisco, California 94103,
Attention: Investor Relations or (ii) filed with the SEC by
CombiMatrix, by directing a written request to: CombiMatrix
Corporation, 300 Goddard, Suite 100, Irvine, California 92618, Attention: Investor
Relations. Investors and securityholders are urged to read the
offering documents, the proxy statement/prospectus and the other
relevant materials before making any investment or voting decision
with respect to the Exchange Offer or Proposed Merger.
This communication shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities in connection with the Exchange Offer or Proposed Merger
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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:
Kate McNeil
ir@invitae.com
347-204-4226
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SOURCE Invitae Corporation