NEW YORK and LA JOLLA, Calif., March
15, 2019 /PRNewswire/ -- Constellation Alpha Capital Corp.
(NASDAQ: CNAC) ("Constellation"), a special purpose acquisition
company, announced that it has executed a non-binding Letter of
Intent to merge with DermTech, Inc. ("DermTech"), a molecular
genomics company, with an initial focus on skin cancer, that
develops and markets novel non-invasive diagnostic tests.
About DermTech, Inc.
DermTech is a leading genomics
company in dermatology, bringing precision medicine to the
diagnosis and treatment of skin disease. DermTech markets and
develops products that facilitate the early detection of skin
cancers, assess inflammatory diseases and help customize drug
treatment. DermTech analyzes skin samples collected non-invasively
using an adhesive patch rather than a scalpel. DermTech's mission
is to transform dermatology by delivering highly accurate and
objective information to the clinician to improve care and reduce
costs.
Mr. Rajiv Sarman Shukla, Chairman
and Chief Executive Officer of Constellation, said, "DermTech has
developed a deep pipeline of dermatology-focused diagnostic tests
with superior clinical sensitivity, improved patient comfort due to
non-invasive sample collection and meaningful cost savings for
payors. We are excited to bring this potential opportunity to our
shareholders."
Dr. John Dobak, Chief Executive
Officer of DermTech, said, "We look forward to completing this
transaction, which will allow us to scale up commercialization of
our skin cancer products, support the development of new products
and expand our collaborations with pharmaceutical partners.
DermTech has developed a unique diagnostic platform addressing
large commercial opportunities, based on a foundation of science,
clinical evidence and physician and patient value. This transaction
provides us an opportunity to utilize and build upon our
platform."
About Constellation Alpha Capital Corp.
Constellation,
a special purpose acquisition company, was formed by Mr.
Rajiv Sarman Shukla. Constellation
raised $143.75 million in its initial
public offering in June 2017.
Additional information about Constellation is available at
www.ConstellationAlpha.com.
Key Transaction Terms
Under the terms of the proposed
transaction, it is anticipated that DermTech will merge into a
wholly-owned subsidiary of Constellation in exchange for shares of
Constellation common stock. It is expected that DermTech
shareholders will own a majority of the combined company's shares
following the merger, but final ownership percentages will depend
on the amount of redemptions by Constellation shareholders and the
size of the anticipated private placement, if any. It is
expected that the definitive agreement will contain a minimum cash
closing condition of $15
million. The consummation of the transaction is
contingent on, among other things, Constellation completing its
legal and financial due diligence of DermTech and the parties
negotiating and entering into a legally binding definitive
agreement. A definitive agreement with respect to the transaction,
if entered into, will provide that the closing of the transaction
is subject to approval by Constellation's shareholders and the
satisfaction of other closing conditions. The transaction is
expected to close in the second quarter of 2019. Cowen is acting as
financial and capital markets advisor to Constellation.
Greenberg Traurig, LLP is acting as legal counsel to Constellation.
Mintz is acting as legal counsel to DermTech.
If a legally binding definitive agreement is entered into, a
full description of the transaction terms will be provided in a
proxy statement for the shareholders of Constellation to be filed
with the United States Securities and Exchange Commission ("SEC").
Constellation urges investors, shareholders and other interested
persons to read, when available, the proxy statement as well as
other documents filed with the SEC because these documents will
contain important information. The definitive proxy statement
will be mailed to shareholders of Constellation as of a record date
to be established for voting on the proposed business
combination. Shareholders will also be able to obtain a copy
of the proxy statement, without charge, by directing a request to:
Constellation Alpha Capital Corp., Emerald
View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411. The preliminary and
definitive proxy statement, once available, can also be obtained,
without charge, at the SEC's website (www.sec.gov) and
Constellation's website.
Participants in the Solicitation
Constellation and its
directors and certain of its executive officers may be considered
participants in the solicitation of proxies with respect to the
proposed business combination described in this press release under
the rules of the SEC. Information about the directors and
executive officers of Constellation is set forth in Constellation's
Annual Report on Form 10-K for the fiscal year ended March 31, 2018, which was filed with the SEC on
June 29, 2018.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the
shareholders in connection with the proposed business combination
will be set forth in the proxy statement when it is filed with the
SEC. These documents can be obtained free of charge from the
sources indicated above.
Non-Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Constellation or DermTech, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a definitive
document.
Forward-Looking Statements
This press release includes
certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters. These forward-looking statements include, but are
not limited to, statements regarding the Company's and DermTech's
plans to enter into an agreement regarding the transaction
described herein, the proposed terms and timing of such transaction
and the expected benefits of the proposed transaction. These
statements are based on various assumptions and on the current
expectations of Constellation and DermTech management and are not
predictions of actual performance. These forward-looking
statements are subject to a number of risks and uncertainties,
including the outcome of judicial and administrative proceedings to
which DermTech is or may become a party or governmental
investigations to which DermTech may become subject that could
interrupt or limit DermTech's operations, result in adverse
judgments, settlements or fines and create negative publicity;
changes in DermTech's clients' preferences, prospects and the
competitive conditions prevailing in the health care sector; the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the shareholders of
Constellation is not obtained; failure to realize the anticipated
benefits of the proposed business combination, including as a
result of a delay in consummating the proposed business combination
or a delay or difficulty in integrating the businesses of
Constellation and DermTech; the amount of redemption requests made
by Constellation's shareholders; those factors discussed in
Constellation's Annual Report on Form 10-K for the fiscal year
ended March 31, 2018 under the
heading "Risk Factors," and other documents of Constellation filed,
or to be filed, with the SEC. These statements speak only as of the
date they are made and neither Constellation nor DermTech
undertakes any obligation to update any forward-looking statements
contained herein to reflect events or circumstances which arise
after the date of this press release.
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SOURCE Constellation Alpha Capital Corp.