Cancer Genetics, NovellusDx agree to merge

Cancer Genetics will be the surviving entity and expects to remain listed on the Nasdaq Stock Market.

This transaction will combine Cancer Genetics’ scale, expansive test portfolio and broad data set related to tumor biology, cultivated over more than a decade, with NovellusDx’s proprietary technology and machine learning capabilities to form a leading, oncology-focused precision medicine company.

The aim of the combined company is to accelerate and enhance therapeutic development, effectively matching patients to targeted therapies to improve treatment success rates for biopharma companies.

Cancer Genetics CEO John Roberts said: “This is truly an exciting day for CGI and its shareholders. We believe that the combination of Cancer Genetics and NovellusDx will result in an organization that is uniquely positioned within the oncology ecosystem.

“The combined company has an opportunity to become an essential partner for biopharma companies to support their efforts to develop better, more targeted therapeutics and improve patient outcomes in cancer treatment. Over the last several months, we have made significant progress in positioning Cancer Genetics as a value-added partner with biopharma companies.”

“We are confident that this transaction significantly strengthens our value proposition for both existing and potential biopharma partners. We look forward to planning, with the NovellusDx team, the integration of our respective strategic plans to bring innovative product and service offerings as we advance toward closing.”

Mr. Roberts will become CEO of the combined company. Dr. Charles Woler, MD, PhD, currently Chairman of the Board of NovellusDx, will serve as Chairman of the Board of the combined company. Dr. Woler has spent the last 30 years in the healthcare industry, in large multinational pharmaceutical companies, SMEs and also in smaller, earlier stage biotech companies.

His positions have included CEO of Roche France, CEO of SmithKline Beecham’s European pharmaceutical business (London), CEO of Cadus Pharmaceuticals (US), CEO of Neuro3d & Endotis Pharma (France), and recently Biomnis (France). He holds non-executive chairman and directorship positions in companies in Europe, the United States and Israel.

The Boards of Directors of both companies have approved the proposed merger, which is expected to close in the first quarter of 2019, subject to the approval of Cancer Genetics’ and NovellusDx’s shareholders, tax regulatory approvals, financing, and other customary closing conditions.

Existing NovellusDx shareholders, including OrbiMed Israel Partners II, L.P., Pontifax (Israel) IV LP, Helsinn Investment Fund SA, SICAR, and Windham Venture Partners have indicated that they will invest $10 million in additional equity as part of a concurrent PIPE financing, which is expected to close immediately following and in connection with the closing of the merger.  NovellusDx will also be providing up to a $2.3 million bridge loan to Cancer Genetics in conjunction with the signing of the definitive merger agreements.

NovellusDx co-founder and CEO Haim Gil-Ad said: “We are pleased to enter into this merger agreement with Cancer Genetics and excited by what the future holds for the combined company and our shareholders.

“This merger will result in a company offering advanced science and cutting-edge technology to empower oncologists and the biopharma industry to make optimal treatment decisions and develop new therapies to benefit patients in need. We believe that the combined company will have a level of capability and expertise unmatched in the oncology arena and will be well-positioned to compete, particularly in the fast-growing immuno-oncology segment.”

Source: Company Press Release.