DiaCarta, Ltd. (“DiaCarta” or the “Company”), a precision
molecular diagnostics company and developer of novel oncology and
infectious disease tests, and HH&L Acquisition Co. (NYSE:
HHLA.U, HHLA, HHLA WS) (“HH&L”), a publicly traded special
purpose acquisition company (“SPAC”), today announced that they
entered into a definitive business combination agreement (the
“Business Combination Agreement”) that is expected to result in
DiaCarta becoming a publicly listed company (the “Transaction” or
“Business Combination”). The Transaction is expected to provide
DiaCarta with access to the approximately $414 million cash from
HH&L’s IPO proceeds held in trust, assuming no redemptions by
HH&L’s shareholders and prior to the payment of transaction
expenses, and potential additional financing to catalyze DiaCarta’s
growth. The Transaction implies a pre-money equity value of $460
million for DiaCarta on a fully diluted basis and is expected to
close in the first quarter of 2023. The Transaction positions
DiaCarta to capitalize on significant future growth within existing
and new markets.
HH&L is led by Kenneth W. Hitchner, Richard Qi Li and a
management team with significant experience in identifying and
investing in attractive growth opportunities in the global
healthcare industry, and Fenglai Fang, Chairman of HOPU
Investments, serves as an adviser.
Upon closing of the Transaction, the combined company will be
listed on the New York Stock Exchange. The combined company will
continue to be based in Pleasanton, California, and led by Aiguo
(Adam) Zhang, Founder and Chief Executive Officer of DiaCarta, and
other key members of DiaCarta’s management team.
DiaCarta Overview
DiaCarta is a precision molecular diagnostics company that has
developed innovative technologies that transform patient care by
providing effective precision diagnostics using liquid biopsy.
Underpinned by its proprietary XNA technology and SuperbDNA™
technology platforms, DiaCarta offers a range of products and
testing services, including its early detection ColoScape™
Colorectal Cancer blood test, RadTox™ cfDNA test, its FDA EUA
approved QuantiVirus™ SARS-CoV-2 Tests, its QClamp® qPCR tests and
OptiSeq™ XNA-NGS panels. Its novel XNA technology provides a high
level of sensitivity as it clamps the wild-type sequence and
amplifies the mutant target sequence. Using this technology, the
Company has developed its highly sensitive, early detection
ColoScape™ Colorectal Cancer blood test. The Company’s
revolutionary RadToxTM solution is powered by its SuperbDNA™
technology that provides a high level of sensitivity in detecting
target DNA or RNA by amplifying the signal and requiring no RNA/DNA
extraction or amplification. RadTox™ personalizes radiation and
chemotherapy, serving to assess tumor response and enhance patient
care. Based in Pleasanton, California, the Company is ISO
certified, GMP-compliant and offers CLIA certified laboratory
services to its customers.
Since DiaCarta’s inception in 2012, the Company has exhibited
strong growth. With over 80 patents across various jurisdictions,
the Company has built a strong product pipeline with a clear and
global growth strategy. DiaCarta expects to increase growth in the
coming years, as it plans to expand its reach in international
markets and acquire new customers in its existing markets.
Management Commentary
“We are thrilled to enter into this transaction with HH&L,”
stated Aiguo (Adam) Zhang. “As a result of the transaction,
DiaCarta will be well positioned to capitalize on significant
future growth within our existing customer base and expand into
compelling adjacent markets. This transaction represents a major
milestone for DiaCarta, which will enable us to further invest in
our technology and support pipeline growth,” he added.
“We are extremely pleased to partner with DiaCarta, as we
believe it is a company poised for significant growth in an
industry that can benefit greatly from its cutting-edge platform
technology,” stated Kenneth Hitchner, Chairman of HH&L. “We are
excited to see both patients and physicians reap the benefits of
DiaCarta’s solutions applied in precision medicine.”
Transaction Overview
Pursuant to the terms of the Business Combination Agreement, the
Business Combination will be effected in two steps. First, before
the closing of the business combination, both HH&L and DiaCarta
will deregister in the Cayman Islands and domesticate as Delaware
corporations. Second, at the closing, a wholly-owned subsidiary of
HH&L will merge with and into DiaCarta and DiaCarta will
survive the merger as a wholly owned subsidiary of HH&L.
HH&L will then change its name to “DiaCarta, Inc.”
The aggregate merger consideration paid to DiaCarta
equityholders in connection with the Business Combination consists
of 46 million shares of common stock of HH&L, after its
domestication, which is calculated based on a pre-money equity
valuation of DiaCarta at $460 million on a fully diluted basis.
HH&L has agreed, pursuant to the Business Combination
Agreement, to seek additional investors through one or more private
placements of its common stock. In connection with the Business
Combination, HH&L Investment Co., the Sponsor of HH&L (the
“Sponsor”), has agreed to contribute or forfeit certain Class B
Ordinary Shares owned by itself to facilitate financing after
signing of the Business Combination Agreement and if the total cash
available to HH&L at closing is less than $40 million.
The description of the contemplated business combination
contained herein is only a summary and is qualified in its entirety
by reference to the definitive agreement relating to the business
combination, a copy of which will be filed by HH&L with the
Securities and Exchange Commission (“SEC”) as an exhibit to a
Current Report on Form 8‑K, which will be accessible through the
SEC’s website at www.sec.gov.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC (“CCM”), is serving as exclusive financial
advisor and capital markets advisor to HH&L. Revere Securities
LLC is serving as exclusive financial advisor to DiaCarta. White
& Case is serving as legal advisor to HH&L. Loeb & Loeb
LLP is serving as legal advisors to DiaCarta. Morgan, Lewis &
Bockius LLP is serving as legal counsel to CCM.
About DiaCarta
DiaCarta is a Pleasanton, California-based translational
genomics and precision molecular diagnostics company that provides
highly sensitive and advanced technologies to improve the way
molecular diagnostics and translational genomics impact healthcare
treatment plans. DiaCarta’s mission is to improve the well-being of
individuals around the world.
About HH&L
HH&L is a blank check company whose business purpose is to
effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, or similar business combination with one
or more businesses. HH&L is focused on healthcare or
healthcare-related companies. HH&L is led by Chairman Kenneth
W. Hitchner, CEO Richard Qi Li, and CFO Yingjie (Christina) Zhong.
The Company’s independent directors include Qingjun Jin, Professor
Frederick Si Hang Ma, Derek Nelsen Sulger and Dr. Jingwu Zhang
Zang. Fenglei Fang is the chairman of the advisory board of
HH&L.
Important Additional Information Regarding the Transaction
Will Be Filed with the SEC
This communication relates to the proposed Business Combination
between HH&L and DiaCarta. HH&L intends to file a
preliminary and definitive proxy statement, which will include a
prospectus, which will be a part of a registration statement, and
other relevant documents with the SEC. This communication does not
contain all the information that should be considered concerning
the proposed Business Combination and is not intended to form the
basis of any investment decision or any other decision in respect
of the Business Combination. HH&L’s and the Company’s
shareholders and other interested persons are urged to read the
proxy statement/prospectus and any other relevant documents filed
with the SEC when they become available, and any amendments
thereto, because, among other things, they will contain updates to
the financial, industry and other information herein as well as
important information about HH&L, the Company and the
contemplated Business Combination. When available, the definitive
proxy statement/prospectus and other relevant materials for the
proposed Business Combination will be mailed to shareholders of
HH&L as of a record date to be established for voting on the
proposed Business Combination. Shareholders will be able to obtain
a free copy of the proxy statement/prospectus (when filed), as well
as other filings containing information about HH&L, the Company
and the proposed Business Combination, without charge, at the SEC’s
website located at www.sec.gov or by directing a request to:
HH&L Acquisition Co., Suite 2001-2002, 20/F, York House, The
Landmark, 15 Queen’s Road Central, Central, Hong Kong. Investment
in any securities described herein has not been approved or
disapproved by the SEC or any other regulatory authority nor has
any authority passed upon or endorsed the merits of the Business
Combination or the accuracy or adequacy of the information
contained herein. Any representation to the contrary is a criminal
offense.
Forward-Looking Statements
This communication contains certain statements, estimates,
targets, forecasts, and projections with respect to HH&L or the
Company. All statements other than statements of historical fact
are forward-looking statements. Forward-looking statements include,
without limitation, statements regarding the estimated future
financial performance and financial position of the Company. Future
results are not possible to predict. Opinions and estimates offered
in this communication constitute HH&L or the Company’s judgment
and are subject to change without notice, as are statements about
market trends, which are based on current market conditions. You
can identify these forward looking statements through the use of
words such as “may,” “will,” “can,” “anticipate,” “assume,”
“should,” “indicate,” “would,” “believe,” “contemplate,” “expect,”
“seek,” “estimate,” “continue,” “plan,” “point to,” “project,”
“predict,” “could,” “intend,” “target,” “potential” and other
similar words and expressions of the future, but the absence of
these words does not necessarily mean that a statement is not
forward-looking. Such forward-looking statements are based on
estimates, assumptions and factors that are inherently uncertain,
that are beyond HH&L and the Company’s control or ability to
predict and that could cause actual results to differ materially
from expected results. As a result, they are subject to significant
risks and uncertainties and actual events or results may differ
materially from these forward-looking statements. No reliance
should be placed on, any forward-looking statements, including any
projections, targets, estimates or forecasts contained in this
communication. Any forward-looking statement speaks only as of the
date on which it was made, based on information available as of the
date of this communication, and such information may be inaccurate
or incomplete. Products described by the Company in its pipeline
are under investigation and have not been proven to be safe or
effective, and there is no guarantee any such product will be
approved in the sought-after indication or will meet the
developmental milestones set forth herein, including within the
timeline set forth herein. Neither HH&L nor the Company
undertakes any obligation to release any revisions to such
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Information
regarding performance by, or businesses associated with, our
management team or businesses associated with them is presented for
informational purposes only. Past performance by the Company’s
management team and its affiliates is not a guarantee of future
performance. Therefore, you should not rely on the historical
record of the performance of the Company’s management team or
businesses associated with them as indicative of the Company’s
future performance of an investment or the returns the Company
will, or is likely to, generate going forward.
Participants in the Solicitation
HH&L and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from HH&L’s
shareholders in connection with the proposed Business Combination.
A list of the names of HH&L’s directors and executive officers
and information regarding their interests in HH&L is contained
in HH&L’s Annual Report on Form 10-K, which was filed with the
SEC on March 30, 2022, and is available free of charge at the SEC’s
website at www.sec.gov, or by directing a request to HH&L
Acquisition Co., Suite 2001-2002, 20/F, York House, The Landmark,
15 Queen’s Road Central, Central, Hong Kong. Additional information
regarding the interests of any such participants will be contained
in the proxy statement/prospectus for the proposed Business
Combination when available.
The Company and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of HH&L in connection with the proposed Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
Business Combination will be included in the proxy
statement/prospectus for the proposed Business Combination when
available.
The definitive proxy statement/prospectus will be mailed to
shareholders as of a record date to be established for voting on
the proposed Business Combination when it becomes available.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully when in
becomes available before making any voting or investment
decisions.
No Offer or Solicitation
This communication is for informational purposes only and does
not constitute (i) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
Business Combination, (ii) an offer or invitation for the sale or
purchase of the securities, assets or business described herein or
a commitment of HH&L, the Company or any of their respective
subsidiaries, stockholders, affiliates, representatives, partners,
directors, officers, employees, advisers or agents, with respect to
any of the foregoing, 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, and this press release
shall not form the basis of any contract, commitment or investment
decision and does not constitute either advice or recommendation
regarding any securities.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221013006103/en/
Richard Qi Li CEO HH&L Acquisition Co. richard.li@hopuhl.com
852-3752-2870
Anne K. Vallerga, Ph.D., M.B.A. VP of External Affairs DiaCarta,
Inc. annek@diacarta.com 650-333-3152
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