SAN FRANCISCO, Oct. 6, 2017 /PRNewswire/ -- Invitae
Corporation (NYSE: NVTA), one of the fastest growing genetic
information companies, today announced that it has commenced an
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").
Upon the terms and subject to the conditions set forth in
Invitae's prospectus/offer to exchange, dated October 6, 2017 (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withdrawn in the Exchange Offer, a number of shares of Invitae
Common Stock (the "Warrant Exchange Ratio") equal to 0.3056, which
was calculated as the quotient (rounded to the nearest
ten-thousandth) obtained by dividing $2.90 by the average closing price of
$9.491 (the "Invitae Trailing Average
Share Value") for shares of Invitae Common Stock on the NYSE for
the immediately preceding period of 30 trading days prior to
July 31, 2017, the date of the
Agreement and Plan of Merger and Reorganization by and among
Invitae, Coronado Merger Sub, Inc. and CombiMatrix (the "Merger
Agreement"). The Exchange Offer will expire at 12:00 midnight,
New York City time, on
November 13, 2017 (one minute after
11:59 p.m., New York City time, on November 12, 2017), or any other date and time to
which Invitae extends the Exchange Offer (such date and time, as it
may be extended, the "Expiration Date").
The Exchange Offer is subject to the satisfaction or waiver, in
Invitae's sole discretion, of certain conditions, as described in
the Prospectus, including, but not limited to, the condition that
at least 90% of the CombiMatrix Series F Warrants outstanding
immediately prior to the date of the Merger Agreement must have
been validly tendered and not properly withdrawn prior to the
expiration of the Exchange Offer; provided that Invitae has offered
shares of Invitae Common Stock with a value of at least
$2.90 per CombiMatrix Series F
Warrant (based on the Invitae Trailing Average Share Value).
Subject to applicable law, Invitae may, in its sole discretion,
terminate, extend or amend the Exchange Offer consistent with the
terms of the Merger Agreement if at the Expiration Date the
conditions of the Exchange Offer are not met or waived.
Tendered CombiMatrix Series F Warrants may be validly withdrawn
from the Exchange Offer at any time until the Expiration Date.
For CombiMatrix Series F Warrants that have been validly
tendered at or prior to the Expiration Date and that are accepted
for exchange pursuant to the Exchange Offer, settlement will occur
promptly following the Expiration Date, assuming the conditions to
the Exchange Offer have been either satisfied or waived by Invitae
at or prior to the Expiration Date as further described in the
Prospectus. In lieu of any fractional shares of Invitae
Common Stock that otherwise would be issuable pursuant to the
Exchange Offer, each CombiMatrix Series F Warrant holder who would
otherwise be entitled to receive a fraction of a share of Invitae
Common Stock pursuant to the Exchange Offer will receive a cash
payment in lieu of such fractional share equal to the dollar amount
(rounded to the nearest whole cent), without interest, determined
by multiplying such fraction by $9.491.
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 are being sent to holders of the 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 will be 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 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 will 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 (NASDAQ: 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 of the 90% minimum participation; 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. 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 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)
that contains offer documents for Invitae to conduct the Exchange
Offer and (b) a registration statement on Form S-4 (Registration
No. 333-220447) 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 Invitae and 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.
Participants in the Solicitation
Invitae and CombiMatrix and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of CombiMatrix in
connection with the proposed merger. Information regarding
the special interests of these directors and executive officers in
the proposed merger has been included in the proxy
statement/prospectus referred to above. Additional
information regarding Invitae's directors and executive officers is
also included in Invitae's Annual Report on Form 10-K for the year
ended December 31, 2016 and the proxy
statement for Invitae's 2017 annual meeting of stockholders.
Additional information regarding CombiMatrix's directors and
executive officers is also included in CombiMatrix's Annual Report
on Form 10-K for the year ended December 31,
2016 and the proxy statement for CombiMatrix's 2017 annual
meeting of stockholders. These documents are available free
of charge at the SEC's web site (www.sec.gov) and from Investor
Relations at Invitae or CombiMatrix at the addresses set forth
above.
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