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Invitae – Invitae to acquire Genosity to accelerate access to personalized oncology testing worldwide

san francisco, April 5, 2021 /prnewswire/ – invitae (nyse: nvta), a leading medical genetics company, announced today that it has entered into a definitive agreement to acquire genosity inc. (“genosity”), a genomics company that provides innovative software and laboratory solutions to enable the development and implementation of complex sequencing-based tests. The acquisition would bring genosity’s specialized capabilities to the invitae platform to accelerate time-to-market and decentralization of invitae’s personalized oncology offerings, including somatic and germline offerings poised to help transform the way it’s diagnosed, treats and monitors cancer.

“Each individual cancer is unique. How we diagnose and treat it should be, too,” said Robert Nussbaum, M.D., invitae’s chief medical officer. “Our goal is to move as quickly as possible toward the day when every cancer patient receives timely, comprehensive genetic information that is used to guide their care from diagnosis to monitoring for disease recurrence. Together with genosity, we believe that our combined novel capabilities and capacity will help us get to that day sooner for patients around the world.”

Reading: Invitae genosity

genosity has built an industry-leading set of highly specialized capabilities designed to support the use of next-generation sequencing in oncology development and clinical care, ranging from basic research to clinical trials for regulated studies. the company is currently collaborating with invitae on various projects and clinical trials. Becoming a part of invitae is expected to provide significant benefits for the development and launch of invitae’s oncology products, including three devices in development that have received us breakthrough device designation. uu. Food and Drug Administration (FDA), including the capacity, speed, and efficiency needed to serve conventional medicine cost-effectively with both central laboratory services and decentralized products.

“genosity, under the insightful leadership of marc grodman, md, has been able to develop solutions that enable broader adoption of genomic testing. our lab services, end-to-end software solutions, and data management platform dovetail perfectly as invitae develops best-in-class options for mrd-based cancer control,” said robert d. Daber, Ph.D., President and CTO of Genosity. “In invitae we have found a like-minded partner focused on making genomics more affordable and accessible around the world.”

maximum flexibility to accelerate the future of cancer care around the world

invitae is currently developing its personalized cancer monitoring (pcm) platform as an in vitro diagnostic (ivd) target for regulatory submission. pcm looks at a patient’s unique genetic profile of their specific cancer and uses it to monitor their blood for early cancer recurrence when it is most curable. invitae’s pcm test, if approved for use, will be complemented by genosity’s technology and capabilities to distribute pcm globally, increasing accessibility and reducing turnaround time. With this capability, we believe invitae will be able to uniquely meet the needs of cancer patients around the world, whether their physicians refer to a central testing service or rely on testing performed locally by in-house laboratories.

In January 2020, invitae received FDA Breakthrough Device Designation for PCM.

transaction terms

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Under the terms of the agreement, invitae will acquire genosity for approximately $200 million, consisting of (i) approximately $120 million in cash and (ii) approximately $80 million in invitae common stock (based on a final average closing price prior to of the closing date but subject to certain potential adjustments), with such consideration of stock and cash subject to reduction based on certain debt and genosity transaction expenses determined at closing.

The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second quarter, subject to customary closing conditions, including expiration or early termination of the applicable waiting period. under the hart-scott contract-rodino antitrust improvements act of 1976.

in connection with the transaction, invitae will grant restricted stock units (“rsus”) worth up to $15 million to certain continuing employees of genosity. These RSUs will be awarded under the 2015 invitae stock incentive plan (the “2015 plan”), which is being amended to create an additional pool of invitae common shares to be used exclusively for awarding incentives pursuant to the new york stock exchange rule 303a.08 (“rule 303a.08”). these rsuses were approved by the invitae board of directors and will be awarded as a material incentive for continued employment following the acquisition of genosity in reliance on the employment incentive exemption under rule 303a.08. these rsus will be awarded annually for three years and, in certain cases, the number of rsus to be awarded on each grant date will be calculated based on a final average closing price prior to the closing date of the genosity acquisition.

advisors

cowen served as exclusive financial advisor to genosity in connection with the acquisition.

other incentive grants for prior transactions

Unrelated to the genosity transaction, invitae disclosed incentive grants in connection with the addition of certain key assets and personnel of a small organization called intelligene health informatics, llc. which focused on specialized software capabilities and technologies and will augment invitae’s oncology offerings.

In connection with invitae’s acquisition of assets of intelligene health informatics, llc (“intelligene”) for approximately $2.7 million, invitae granted rsus worth up to $6.225 million to certain intelligene employees and consultants who they continue as employees of invitae. these rsus were granted under the 2015 plan, which was modified to provide an additional group of shares of the capital stock of invitae to be used exclusively for the granting of incentives in compliance with rule 303a.08. These RSUs were approved by the invitae board of directors and were granted as a material incentive for continued employment following the acquisition of intelligene assets in reliance on the employment incentives exemption under NYSE rule 303a.08. these rsus are granted in two installments 12 and 24 months after the acquisition of intelligene’s assets. The number of RSUs to be awarded on each grant date will be calculated based on the volume-weighted average trading price of the Company’s common shares on the NYSE for a period of 20 business days prior to the grant date, or, in certain situations, the grant date.

about invitations

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invitae corporation (nyse: nvta) is a leading medical genetics company whose mission is to bring comprehensive genetic information to conventional medicine to improve health care for billions of people. invitae’s goal is to aggregate the world’s genetic tests into one service with higher quality, faster turnaround time and lower prices. For more information, visit the company’s website at invitae.com.

about generosity

genosity is a life sciences biotechnology company that uses its expertise, innovative software solutions and laboratory services for somatic and germline applications to enable its strategic partners to realize the value of precision medicine for both research and clinical markets. For more information, visit us at genosity.com.

safe harbor declaration

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the expected benefits and advantages of the proposed acquisition; statements regarding invitae’s belief that the acquisition will accelerate the timeline for commercializing and decentralizing invitae’s future product offerings; statements about invitae’s belief that the acquisition will provide advantages for the development and launch of its potential oncology products, and the nature of any potential advantage; statements about the technology’s ability and genosity’s capabilities to distribute pcm globally, increasing accessibility and reducing response time; invitae’s belief that it will uniquely meet the needs of cancer patients around the world; and the expected completion time of the proposed transaction. . Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others: the parties’ ability to close the transaction, including obtaining required regulatory approvals; the failure to realize the anticipated benefits of the proposed acquisition in a timely manner or at all; the possibility that the costs or difficulties related to the integration of the operations of genosity with those of invitae may be higher than expected; and the other risks set forth in invitae’s annual report on form 10-k for the year ended December 31, 2020. these forward-looking statements speak only as of the date hereof, and invitae disclaims any obligation to update these statements. prospective.

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: laura d’angeloir@invitae.com(628) 213-3369

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