CombiMatrix Corporation Stockholders Approve Merger Agreement With Invitae Corporation
10 Noviembre 2017 - 3:15PM
CombiMatrix Corporation (NASDAQ:CBMX) ("CombiMatrix" or the
"Company"), a family health molecular diagnostics company
specializing in DNA-based reproductive health and pediatric testing
services, announced today that, based upon the final vote count for
the Company’s Special Meeting of Stockholders held today, a
majority of its stockholders voted to approve the previously
announced merger agreement with Invitae Corporation (NYSE:NVTA)
(“Invitae”), pursuant to which the Company would become a wholly
owned subsidiary of Invitae upon closing of the proposed
merger.
Approximately 1.79 million of the common shares
voting at today’s Special Meeting voted in favor of the approval
and adoption of the all-stock merger agreement, which represented
approximately 60.8% of CombiMatrix’s total outstanding shares of
common stock as of the September 26, 2017 record date for the
Special Meeting.
“We are delighted to receive approval for the
merger with Invitae, which we believe is in the best interest of
our stockholders,” said Mark McDonough, President and Chief
Executive Officer of CombiMatrix. “Combining CombiMatrix’s
products and experience with Invitae’s scale and expertise will
provide synergies that we believe will lead to opportunities to
better serve patients.”
The merger, which is expected to be completed in
the fourth quarter of 2017, remains subject to additional closing
conditions, including the condition that at least 90% of the
Company’s 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not withdrawn prior to the expiration of the related exchange offer
being conducted by Invitae (toward which Invitae will count any and
all exercises of CombiMatrix Series F warrants prior to the
expiration of the exchange offer, including such exercises as are
made contingent solely upon a closing of the merger).
About CombiMatrix
CombiMatrix Corporation 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. Our testing focuses on advanced
technologies, including single nucleotide polymorphism chromosomal
microarray analysis, next generation sequencing, fluorescent in
situ hybridization and high resolution karyotyping. Additional
information about CombiMatrix is available at www.combimatrix.com
or by calling (800) 710-0624.
Safe Harbor Statements
This press release contains forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These
statements are based upon our current expectations, speak only as
of the date hereof and are subject to change. All statements, other
than statements of historical fact included in this press release,
are forward-looking statements. Forward-looking statements can
often be identified by words such as "anticipates," "approximates,"
"expects," "intends," "plans," "goal," "predicts," "believes,"
"seeks," "estimates," "may," "will," "should," "would," "could,"
"potential," "possible," "likely," "continue," "ongoing," similar
expressions, and variations or negatives of these words and
include, but are not limited to, statements regarding the Company's
and Invitae's expectations with respect to the synergies, costs and
other anticipated financial impacts of the proposed merger; future
financial and operating results of the combined company; the
combined company's plans, objectives, expectations and intentions
with respect to future operations and services; approval by
governmental regulatory authorities; the satisfaction of the
closing conditions to the proposed merger; and the timing of the
completion of the proposed merger. These forward-looking statements
are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially and adversely from those expressed in any
forward-looking statement. The risks and uncertainties referred to
above include, but are not limited to: the risk that Invitae's
common stock price drops below $9.49; the risk that "Net Cash" at
closing is lower than the Company forecasts; the risk that holders
of less than 90% of the CombiMatrix Series F warrants tender or
exercise their securities and the merger agreement is terminated as
a result; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the possibility that the proposed merger is delayed; the
inability to complete the merger due to the failure to satisfy any
of the conditions to completion of the merger; the impact of the
announcement or the completion of the merger on the market price of
the common stock of the Company or Invitae, or on the Company's or
Invitae's relationships with their employees, existing customers
and suppliers or potential future customers and suppliers and on
their operating results and businesses generally; the ability of
Invitae to successfully integrate CombiMatrix's operations and
employees; the ability to realize anticipated synergies and costs
savings of the proposed merger; the risk that if the merger is
terminated and the Company has to pay termination fees and
transaction expenses, the Company may not have sufficient funds to
make such payments; the Company's estimates of total market sizes
for the tests that it offers; the Company's ability to grow revenue
and improve gross margin; delays in achieving cash flow-positive
operating results; the risk that test volumes and reimbursements
level off or decline; the risk that payors decide to not cover the
Company's tests or to reduce the amounts they are willing to pay
for the Company's tests; the risk that the Company will not be able
to grow its business as quickly as it needs to; the inability to
raise capital; the loss of members of the Company's sales force;
the Company's ability to successfully expand the base of its
customers, add to the menu of its diagnostic tests, develop and
introduce new tests and related reports, expand and improve its
current suite of diagnostic services, optimize the reimbursements
received for its molecular testing services, and increase operating
margins by improving overall productivity and expanding sales
volumes; the Company's ability to successfully accelerate sales,
steadily increase the size of its customer rosters in all of its
genetic testing markets; the Company's ability to attract and
retain a qualified sales force in wider geographies; the Company's
ability to ramp production from its sales; rapid technological
change in the Company's markets; changes in demand for the
Company's future services; legislative, regulatory and competitive
developments; general economic conditions; and various other
factors. Further information on potential factors that could affect
the Company's financial results is included in the Company's Annual
Report on Form 10-K, Quarterly Reports of Form 10-Q, and in other
filings with the Securities and Exchange Commission. All
subsequent written and oral forward-looking statements concerning
the Company, Invitae, the proposed merger or other matters
attributable to the Company, Invitae or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. The Company undertakes no obligation to revise or
update publicly any forward-looking statements for any reason,
except as required by law.
Company
Contact: Mark
McDonough President & CEO,
CombiMatrix Corporation (949) 753-0624
Investor
Contact:
LHA Investor Relations Jody
Cain (310) 691-7100
jcain@lhai.com
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