Cancer Genetics, Inc. (Nasdaq: CGIX), a leader in enabling
precision medicine for immuno-oncology and genomic medicine through
molecular markers and diagnostics, and NovellusDx, Ltd., a leader
in functional genomics, today announced the signing of a definitive
agreement under which NovellusDx will merge with a newly formed
Israeli subsidiary of Cancer Genetics and shareholders of
NovellusDx will receive stock equal to approximately 49% of the
equity of Cancer Genetics on a fully diluted basis (with certain
adjustments). Cancer Genetics will be the surviving entity and
expects to remain listed on the Nasdaq Stock Market.
This transaction will combine Cancer Genetics’ scale, expansive
test portfolio and broad data set related to tumor biology,
cultivated over more than a decade, with NovellusDx’s proprietary
technology and machine learning capabilities to form a leading,
oncology-focused precision medicine company. The aim of the
combined company is to accelerate and enhance therapeutic
development, effectively matching patients to targeted therapies to
improve treatment success rates for biopharma companies.
John A. Roberts, Chief Executive Officer of Cancer Genetics
commented, “This is truly an exciting day for CGI and its
shareholders. We believe that the combination of Cancer Genetics
and NovellusDx will result in an organization that is uniquely
positioned within the oncology ecosystem. The combined company has
an opportunity to become an essential partner for biopharma
companies to support their efforts to develop better, more targeted
therapeutics and improve patient outcomes in cancer treatment. Over
the last several months, we have made significant progress in
positioning Cancer Genetics as a value-added partner with biopharma
companies. We are confident that this transaction significantly
strengthens our value proposition for both existing and potential
biopharma partners. We look forward to planning, with the
NovellusDx team, the integration of our respective strategic plans
to bring innovative product and service offerings as we advance
toward closing.”
Mr. Roberts will become CEO of the combined company. Dr. Charles
Woler, MD, PhD, currently Chairman of the Board of NovellusDx, will
serve as Chairman of the Board of the combined company. Dr. Woler
has spent the last 30 years in the healthcare industry, in large
multinational pharmaceutical companies, SMEs and also in smaller,
earlier stage biotech companies. His positions have included CEO of
Roche France, CEO of SmithKline Beecham’s European pharmaceutical
business (London), CEO of Cadus Pharmaceuticals (US), CEO of
Neuro3d & Endotis Pharma (France), and recently Biomnis
(France). He holds non-executive chairman and directorship
positions in companies in Europe, the United States and
Israel.
The Boards of Directors of both companies have approved the
proposed merger, which is expected to close in the first quarter of
2019, subject to the approval of Cancer Genetics’ and NovellusDx’s
shareholders, tax regulatory approvals, financing, and other
customary closing conditions. Existing NovellusDx shareholders,
including OrbiMed Israel Partners II, L.P., Pontifax (Israel) IV
LP, Helsinn Investment Fund SA, SICAR, and Windham Venture Partners
have indicated that they will invest $10 million in additional
equity as part of a concurrent PIPE financing, which is expected to
close immediately following and in connection with the closing of
the merger. NovellusDx will also be providing up to a $2.3
million bridge loan to Cancer Genetics in conjunction with the
signing of the definitive merger agreements.
Haim Gil-Ad, Co-founder and Chief Executive Officer of
NovellusDx added, “We are pleased to enter into this merger
agreement with Cancer Genetics and excited by what the future holds
for the combined company and our shareholders. This merger will
result in a company offering advanced science and cutting-edge
technology to empower oncologists and the biopharma industry to
make optimal treatment decisions and develop new therapies to
benefit patients in need. We believe that the combined company will
have a level of capability and expertise unmatched in the oncology
arena and will be well-positioned to compete, particularly in the
fast-growing immuno-oncology segment.”
Raymond James is serving as exclusive financial advisor to
Cancer Genetics and rendered a fairness opinion in connection with
the merger. Chardan is serving as exclusive financial advisor to
NovellusDx.
ABOUT CANCER GENETICS
Cancer Genetics, Inc. is a leader in enabling precision medicine
in oncology from bench to bedside through the use of oncology
biomarkers and molecular testing. CGI is developing a global
footprint with locations in the US, Australia, Europe and China. We
have established strong clinical research collaborations with major
cancer centers such as Memorial Sloan Kettering, The Cleveland
Clinic, Mayo Clinic, Keck School of Medicine at USC and the
National Cancer Institute.
The company offers a comprehensive range of laboratory services
that provide critical genomic and biomarker information. Its
state-of-the-art reference labs are CLIA-certified and
CAP-accredited in the US and have licensure from several states
including New York State.
For more information, please visit or follow CGI at:
Internet: www.cancergenetics.com
Twitter: @Cancer_Genetics
Facebook: www.facebook.com/CancerGenetics
ABOUT NOVELLUSDX
NovellusDx’s mission is to provide functional information about
mutations and their responses to drugs so that oncologists can
treat patients with precision therapies and bio-pharmaceutical
companies can develop drugs more effectively. The NovellusDx
approach is to monitor the functional effects of mutations and
observe the effects of drugs, drug combinations and drug candidates
on the activity level caused by the mutations. NovellusDx’s
headquarters and research and development operations are based in
Jerusalem, Israel.
To learn more about NovellusDx please visit
www.novellusdx.com
Safe Harbor Statement
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act.
These forward-looking statements may address, among other things,
expected financial and operational results and the related
assumptions underlying expected results, as well as expectations
regarding consummation of the transaction between Cancer Genetics
and NovellusDx, as described in this press release. These
forward-looking statements are distinguished by use of words such
as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,”
“plan,” or “intend,” the negative of these terms, and similar
references to future periods. These views involve risks and
uncertainties that are difficult to predict and, accordingly,
actual results may differ materially from the results discussed in
forward-looking statements. The forward-looking statements
contained herein speak only as of the date of this press
release. Factors or events that cannot be predicted,
including those described in the risk factors contained in Cancer
Genetics’ filings with the Securities and Exchange Commission, may
cause actual results to differ from those expressed in
forward-looking statements. Although Cancer Genetics believes
the expectations reflected in such forward-looking statements are
based on reasonable assumptions, it can give no assurance that its
expectations will be achieved and it undertakes no obligation to
update publicly any forward-looking statements as a result of new
information, future events, or otherwise, except as required by
applicable law.
INVESTOR CONTACTS:
Lee Roth The Ruth GroupTel: 646-536-7012 Email:
lroth@theruthgroup.com
Media:Kirsten ThomasThe Ruth GroupTel:
508-280-6592Email: kthomas@theruthgroup.com
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