SAN FRANCISCO, Nov. 15, 2017 /PRNewswire/ -- Invitae Corporation
(NYSE: NVTA), one of the fastest growing genetic information
companies, today announced it has completed its acquisition of
CombiMatrix, which specializes in providing genetic information for
prenatal diagnosis, miscarriage analysis and diagnosis of pediatric
developmental disorders, establishing Invitae as a new leader in
family and reproductive genetic health services.
"With the addition of CombiMatrix to Invitae, we have completed
our entry into prenatal and perinatal genetics, currently the
second-largest category of genetic testing services. Our integrated
offering will build on the expertise and technologies developed by
CombiMatrix to offer customers the most comprehensive offering from
a single provider in the category," said Sean George, chief executive officer of Invitae.
"Invitae's platform now delivers comprehensive genetic information
services that support the use of genetics in mainstream medical
care throughout all stages of life."
CombiMatrix leverages cytogenomic and cytogenetic technologies
such as single nucleotide polymorphism chromosomal microarray
analysis and next generation sequencing, supported by long-standing
expertise in technically challenging sample types, to provide
in-depth answers for patients and clinicians addressing complex
reproductive health questions.
"Access to actionable genetic information is essential for
monitoring pregnancies, particularly for women going through IVF or
facing recurrent miscarriages," said Robert
Nussbaum, MD, chief medical officer of Invitae. "Our
integrated platform and world-class expertise can provide genetic
information that helps women and their clinicians with some of the
most important decisions of their lives today, even as we continue
to advance the understanding of the role genetics plays in having
healthy pregnancies."
In connection with the closing, Invitae issued approximately
$21.2 million in shares of its common
stock to former CombiMatrix securityholders, or approximately 2.7
million shares. Together with the approximately 1.7 million shares
of Invitae common stock underlying CombiMatrix Series F warrants
assumed in the Merger, the transaction has a total enterprise value
of approximately $34.9 million.
The acquisition of CombiMatrix complements Invitae's recent
acquisition of another reproductive genetics company, Good Start
Genetics, to establish a category-leading menu with the breadth and
depth needed to provide comprehensive support for women, their
partners and clinicians to use genetic information when considering
their reproductive health options, from carrier screening to
preimplantation genetic screening and diagnosis to newborn
diagnostics.
Transaction Details
At the closing of the Merger, Invitae issued shares of its
common stock to (i) CombiMatrix's common stockholders, at an
exchange ratio of 0.8692 of a share of Invitae common stock (the
"Merger Exchange Ratio") for each share of CombiMatrix common stock
outstanding immediately prior to the Merger, (ii) CombiMatrix's
Series F preferred stockholders, at the Merger Exchange Ratio for
each share of CombiMatrix common stock underlying Series F
preferred stock outstanding immediately prior to the Merger, (iii)
holders of outstanding and unexercised in-the-money CombiMatrix
stock options, which were fully accelerated to the extent of any
applicable vesting period and converted into the right to receive a
number of shares of Invitae common stock adjusted for the Merger
Exchange Ratio and reduced by the aggregate exercise price, and
(iv) holders of outstanding and unsettled CombiMatrix restricted
stock units ("RSUs"), which were fully accelerated to the extent of
any applicable vesting period and converted into the right to
receive a number of shares of Invitae common stock adjusted for the
Merger Exchange Ratio. No fractional shares were issued in
connection with the Merger and Invitae will pay cash in lieu of any
such fractional shares. The Merger Exchange Ratio was determined
through arm's-length negotiations between Invitae and
CombiMatrix.
In addition, at the closing of the Merger, (a) all outstanding
and unexercised out-of-the money CombiMatrix stock options were
cancelled and terminated without the right to receive any
consideration, (b) all CombiMatrix Series D Warrants and Series F
Warrants outstanding and unexercised immediately prior to the
closing of the Merger were assumed by Invitae and converted into
warrants to purchase the number of shares of Invitae common stock
determined by multiplying the number of shares of CombiMatrix
common stock subject to such warrants by the Merger Exchange Ratio,
and with the exercise price adjusted by dividing the per share
exercise price of the CombiMatrix common stock subject to such
warrants by the Merger Exchange Ratio, and (c) certain entitlements
under CombiMatrix's executive compensation transaction bonus plan
(the "Transaction Bonus Plan") were paid in shares of Invitae
common stock or RSUs to be settled in shares of Invitae common
stock. All outstanding and unexercised CombiMatrix Series A, Series
B, Series C, Series E, and PIPE warrants were repurchased by
CombiMatrix prior to closing pursuant to that certain CombiMatrix
Common Stock Purchase Warrants Repurchase Agreement dated July 11,
2016.
Invitae's previously announced offer to exchange each
outstanding Series F warrant (the "CombiMatrix Series F warrants")
to acquire one share of common stock of CombiMatrix for 0.3056 of a
share of Invitae common stock (the "Exchange Offer") expired at
12:00 midnight (one minute after 11:59
p.m.), New York City time,
on November 13, 2017. Because
the minimum tender condition of 90% was not achieved in the
Exchange Offer, Invitae did not accept any of the CombiMatrix
Series F warrants that were tendered in the Exchange Offer prior to
its expiration. Accordingly, any CombiMatrix Series F warrants that
were tendered will be promptly returned to the holder by the
exchange agent.
Invitae issued an aggregate of 2,726,324 shares of its common
stock and 214,976 RSUs in connection with the Merger (including
shares and RSUs issued pursuant to the Transaction Bonus Plan).
Immediately after the Merger, (i) there were approximately 52.9
million shares of Invitae common outstanding, (ii) the former
CombiMatrix securityholders and executives owned approximately 8.6%
of the fully-diluted common stock of the combined company, and
(iii) Invitae securityholders, whose shares of Invitae capital
stock remain outstanding after the Merger, owned approximately
91.4% of the fully-diluted common stock of the combined
company.
Upon completion of the Merger, CombiMatrix became a wholly owned
subsidiary of Invitae. As a result, the CombiMatrix common
stock and Series F warrants will cease trading on the Nasdaq
Capital Market and will be delisted.
About Invitae's Family and Reproductive Health Genetic
Services
Invitae's reproductive genetics products, which include
CombiPGS, CombiPGD and CombiSNP from CombiMatrix and Good Start
Genetics' GeneVu, EmbryVu and VeriYou, provide affordable and
accessible genetic information to help people have healthy
families. Good Start Genetics became part of Invitae in
August 2017.
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.
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 Invitae's future product
offerings, growth potential and business strategy, including its
acquisition growth strategy, and its beliefs regarding the ways in
which the Merger 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 unanticipated difficulties or
expenditures relating to the Merger; legal proceedings that may be
instituted against the parties in connection with the Merger or the
Exchange Offer; the risk that expected benefits, synergies and
growth prospects resulting from the 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 Merger; the reaction of customers and
potential customers, payers, partners and competitors to the
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 September 30, 2017 and
its Registration Statements on Form S-4 declared effective on
October 5, 2017. These
forward-looking statements speak only as of the date hereof, and
Invitae disclaims any obligation to update these forward-looking
statements.
Contact:
Kate McNeil
ir@invitae.com
347-204-4226
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