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Transaction to Create a Leader in Precision Oncology
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September 18, 2018 08:30 ET | Source: Cancer Genetics, Inc.
RUTHERFORD, N.J. and JERUSALEM, Sept. 18, 2018 (GLOBE NEWSWIRE) -- Cancer Genetics, Inc. (Nasdaq: CGIX), a leader in enabling precision medicine for immuno-oncology and genomic medicine through molecular markers and diagnostics, and NovellusDx, Ltd., a leader in functional genomics, today announced the signing of a definitive agreement under which NovellusDx will merge with a newly formed Israeli subsidiary of Cancer Genetics and shareholders of NovellusDx will receive stock equal to approximately 49% of the equity of Cancer Genetics on a fully diluted basis (with certain adjustments). 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.
John A. Roberts, Chief Executive Officer of Cancer Genetics commented, “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.
Haim Gil-Ad, Co-founder and Chief Executive Officer of NovellusDx added, “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.”
Raymond James is serving as exclusive financial advisor to Cancer Genetics and rendered a fairness opinion in connection with the merger. Chardan is serving as exclusive financial advisor to NovellusDx.
CGIX HALTED...T1,2,3, Pending news.
Some thoughts on the CC, looking ahead and my position.
It has been a while since I've been able to collect my thoughts and put to paper my reflections. Some personal accounts have taken precedence which left me disconnected with being connected. However,
never far from the reality of Avid Bioservices and what goes on in this little hub of ours.
The conference call was far less then what was anticipated. I was reminded of a time in our history when the likes of Joe, Paul and the rest of the act would nervously posture remarks while waiting for one to 'bail out' the other. Those were difficult times for many of us longs. Some lost what little they had and bailed out, while others lost loved ones. Some their own lives. Krak comes to mind.
In listening to Roger, I sensed some nervousness in his tone, at least in his opening comments. Perhaps it was just the anxiety of the call, however, Roger Lias is a professional in this arena and this is commonplace for this individual.
Nevertheless, some things were intentionally left out for the time being. One area of concern is the dovish forward guidance and the manner in which questions were addressed. (I'm grateful questions were allowed) The "nature of the question" was of great interest for me as well. See min. mark 25:00 where our 2nd annalist Steve Schwartz of First Annalist questions development revenue.
https://edge.media-server.com/m6/p/8bpi6kui
Having said this, I do not feel as though we were being totally snowed as in the past w/PPHM. I did come away with a final take and that is, the call did not align with the final leg of the traveling show with Janney Montgomery Scott 2018 Healthcare Conference to be held Time/Date: 9:55 a.m. ET on Tuesday, September 18, 2018 (i.e. if time does not change?) This could all be speculation on my part. But let's see what transpires after the conference.
https://cc.callinfo.com/registration/#/?meeting=1t1tejlyh9cax&campaign=1gph83r1k7kyy
So looking ahead, I see it as many of the longs do and have been posting. Equally what Roger Lias has been saying. We are a viable CDMO with an award winning facility with room to expand. What transpires with Oncologie Inc. is not considered and equally unknown.
As in the past only "HOPE" remains for Bavi and IP.
My position with Avid remains the same. I am committed with my investment and fortunate to have taken measure to insure profitability by averaging in the months following the 1/7 RS and can happily say I am now in the green with CDMO or overall my lengthy and passionate holding. To that I am grateful for the learning experience.
To those in the path of Florence, be safe and God speed. And thank you to the many volunteers, our emergency, rescue, medical personnel, military, good samaritans and Joe sixer's lending a helping hand.
Best of luck to my friends IH.
Bob
What really sucks is this
Max pain...Some should have learned by now. No words on a message board can change direction.
Maybe a third day for some today.
https://www.shortpainbot.com/?s=CDMO
Why some insist to stay in the red is beyond me.
Emotion should be taken out of trading!
Good to you Bungler
We've (or most of us)have all been there! I simply choose NOT to cut my nose off to spite my face.
Best to you
Thanks Loof
That's just the sense I've come to depend on. Continue to consume. Polished indeed. Best of luck.
Jmo
Goodman :)
OK Bunger
This begs the question and I will ask you directly. Why are you still involved with this company??
LOL, yeah their in control
Have we seen this before?
Avid Bioservices selected as commercial manufacturer for RVT-801 Avid Bioservices earlier announced that Enzyvant, a subsidiary of Roivant Sciences, has selected Avid as the commercial drug substance manufacturer for RVT-801, its recombinant human acid ceramidase enzyme replacement therapy being developed as a potential treatment for Farber disease. Successful technology transfer and clinical manufacturing have been underway since mid-2017 and Avid will complete process characterization and optimization followed by process validation in support of Enzyvant's ongoing development and regulatory activities for RVT-801, which include the initiation of a first-in-human clinical study. RVT-801 will be manufactured in Avid Bioservices' Myford facility.
Read more at:
https://thefly.com/landingPageNews.php?id=2687300
That is exactly what I was thinking, but I could not find the holding within the fund.
Does anyone know why XLV appears on this page? To the right of (enter symbol box).......Thanks
http://sunshineavenue.com/stock/CDMO/
AVID BIOSERVICES, INC. (CDMO) REPORT OVERVIEW
Avid Bioservices' Recent Financial Performance
For the three months ended January 31st, 2018 vs January 31st, 2017, Avid Bioservices reported revenue of $6.82MM vs $10.75MM (down 36.55%) and basic earnings per share -$0.28 vs -$0.25. For the twelve months ended April 30th, 2017 vs April 30th, 2016, Avid Bioservices reported revenue of $57.63MM vs $44.69MM (up 28.97%) and basic earnings per share -$0.88 vs -$1.95. Avid Bioservices is expected to report earnings on July 13th, 2018. The report will be for the fiscal period ending April 30th, 2018. The reported EPS for the same quarter last year was -$0.16. The estimated EPS forecast for the next fiscal year is -$0.10 and is expected to report on July 13th, 2018.
I'm guessing that, that was the plan all along.
It must have taken years in the planning stage with oh so many players along the parade route. I might even imagine this very board had players too, not that I'm suggesting anything here.
Guesses are we may never know! So we continue to hold as our faces grow older and our little ones become grandparents.
Through it all, no matter how deplorable (we) share holders were treated, I never said a bad word about them. It could have been so easy.
Knowing that we may be part of a grand plan to cure cancer has it's own satisfaction. I hope that the tried and true are graciously rewarded for their patience and hard earned support.
Don't quite understand why the fear mongering continues! What is it? Accumulation on the cheap? Vindictiveness? I'm done trying to figure out why people post their garbage here. Why does it continue to go on and on? And don't forget the one about earthquakes....that's a good scare.
Good luck to the strong and long share holder who continue to hold for what it is.
PS. No need to answer just venting this a.m.
Speculation and conjecture only serves to confuse present times. Many need to revaluate there current positions and proceed for the good of sanity.
Look at Heat taking off! EOM
Like ten $$ cheap!!LOL...EOM
Nice find Hutshi!
Here is link hutchi
Avid Bioservices Provides Update on Ongoing Expansion of Process Development Capabilities and Laboratory Infrastructure
Enhancements Support New Customer Acquisition Efforts, Highlighted by Recent Signing of Three New Process Development and Manufacturing Agreements
TUSTIN, Calif., April 24, 2018 (GLOBE NEWSWIRE) -- Avid Bioservices, Inc. (NASDAQ:CDMO) (NASDAQ:CDMOP), a dedicated contract development and manufacturing organization (CDMO) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today provided an update on the company's ongoing efforts to expand and optimize its process development capabilities and laboratory space within its CDMO campus in Orange County, California. Avid has successfully commenced these efforts which include expanding its total available process development laboratory space to more than 6,000 square feet, upgrading the infrastructure and equipment within its existing process development laboratories, and implementing new state-of-the-art technologies and equipment designed to facilitate efficient, high-throughput development of innovative upstream and downstream manufacturing processes. The company is strategically conducting this work in phases to avoid disruption to current customer programs, with the first new laboratories expected to be operational during the third quarter of calendar 2018.
Process development represents a vital CDMO function and one through which Avid provides a critical competitive advantage to customers in both early and late stages of development. Importantly, the planned improvements are designed to accelerate the company's creation and delivery of cost-effective, robust, scalable and compliant processes and to drive efficient and rapid "on-boarding" of new customer programs progressing to manufacturing. Additionally, these enhancements will directly improve Avid's cell line development capabilities, supporting the ongoing evaluation and optimization of the company's novel CHO-based expression system, which is expected to provide further unique benefits to its customers.
Avid is committed to strengthening its position as one of the CDMO industry's process development leaders to further support its new customer acquisition efforts. In recent weeks, the company has signed new agreements with three additional undisclosed international drug development companies, which are focused on Avid providing process development and manufacturing services to support the rapid advancement of each company's novel biologic candidate into clinical development. The drug candidates involved in these agreements are being developed for application in certain cell therapy, respiratory and oncology indications. Avid has already commenced work on each of these projects. With these recent agreements, the company has now executed Master Service Agreements with four new clients in calendar 2018, as compared with four similar agreements during the entire 2017 calendar year.
"We are proud of our 25-year history of expertise in developing and manufacturing biologics and remain committed to continuing to serve as a leader in this space by developing, implementing and operating state-of-the-art manufacturing processes. By increasing focus on process development, we are aligning with market needs and requirements for clients ranging from emerging biotechs to multinational pharmaceutical companies and creating a strong pipeline of future additional manufacturing opportunities," said Roger Lias, Ph.D., Avid's president and chief executive officer. "These ongoing enhancements will provide essential additional support for our business development efforts which continue to operate under the dual strategy of capturing early-stage customers, which are immediately revenue generating, as well as larger, late-stage programs. Calendar year 2018 is off to an excellent start with regard to growing and diversifying our customer base. In just a few months, we have already matched the total new client wins for all of calendar 2017, and we are continuing to work to convert a strong pipeline of additional opportunities."
http://ir.avidbio.com/releasedetail.cfm?ReleaseID=1064742
For someone living in such high stature in the biotech world. I would think you would have been the first to post the Mologen collaboration. Now I'm going to go and get my flew shot, for next year. Have a great day.
So the time will come where there will be those who proclaim that $10.00 is the absolute top and we should all sell!! Just as Ronin is a long and good for PPHM/CDMO. Yes, the agenda is still there is see.
Appreciate the insight there too
Somehow that post makes it clear it has never been about the company, or (now) companies. The individual or individuals involved with either company. BUT the technology, or IP NOT being in the proper hands some either represent or work for. Which explains why the same or equal negativity to whom ever is in control exists.
It becomes abundantly clear a tussle still persists between two or more parties for this behavior to continue. Interesting!
Thank you appreciate the lucidity in post.
Oh, that's
Luke, one Clay's disciples. Aww right on cue. But wait, looks like Clay's style has changed a tad. Maybe we see the 3rd white soldier tomorrow and take us to $3.73 and break the 200ma. Stranger things have been known to happen around here. What can be going on now!
I thought you may have already seen this.
https://www.pharmiweb.com/pressreleases/pressrel.asp?ROW_ID=271463
And all this took place at Fraud Lauderdale!?
Many would like us to believe exactly that. This the new mantra.
"Without boring you with the details"
Please Roger bore us with these details...
Slide4 “Completed Key Elements of Transition”
2:26: “...We are currently seeking to monetize the R&D assets, the remainder, some residual value we believe, and we hope to have news on that front very soon, and obviously that represents potential upside for stockholders over the short term.” (Thanks for that board member)
"residual value we believe"
This is not going to just go away with the new mantra, "we are just a CDMO" Some know how to contact me if need be I will join in.
Let's hear it for post lunch volume wook, 3..?..?
I have plenty of thoughts and they all revolve around your feeling in your post. Never once did I expect to see King up and leave the way he did. IMO for that to take place it must have been deeply personal and I don't think we've heard the last of him. As for the rest of the guard, (again IMO) this was all staged and never once did I ever expect to see clawback from their actions and that's just the way it is. Don't like it but, can live with it. Vindictiveness won't get me to par.
I havn't given up on the IP as of yet! We are early in that game and that's exactly what it is a big game. Lias proved that to me at the ASM. I'm not quick to over react on my losses it's paper right now, or at least that's what I keep telling myself.
I'm keeping an ear to the ground and as you know long share holder are not taking this with a grain of salt. We will pursue this, longs are already aligning for what we paid so dearly for.
Why Shelly and Paul are still around does not concern me. Perhaps it is in our best interest, who knows.
I'm keeping my head up high not even close to throwing in the towel.
Much is going on with soo many eyes on the prize. Stay strong.
Various reasons can be wide ranging just in our little corner of the market. Perhaps even greater fears lie ahead. Good lord when was the last time we say the SPX return 4% in 2 weeks time while the VIX climbs. Yiks that was the dot com bust.
I don't even think we are in the same library on that one.
I was being facetious on that post, naturally I would have my poker face on as wook suggested. Lias on the other hand is playing exactly the opposite of my original comment. Do you think Lias would give a buyer a second look with and over zealous buyer?
Not say'n BMY want's anything. But generally when I buy a piece of property I show intense enthusiasm prior to my purchase. But I'm not the realtor here. Wook might understand that logic.
Please don't appease us with a gap up and a then a take down.
Nice CJ, thanks for posting. Bet you Steve King isn't doing the snow plow in Switzerland! :)
Games with the preferred this a.m.
Appreciate all the comments from the attendees of the ASM. I will reserve my thoughts of what has come out of it. Remember ALL, we have an excellent history of PPHM/Avidbio all in the intro page thanks to CJ's hard book keeping work and the findings many of YOU posted here to help created those pages.
I hope we do not have to rely upon them as reference in the future, but will be prepared to argue or support action for what is rightfully due.
Well OK then, will someone please release the hounds (the company) lets go with the human study! And look who's all on the outside looking. Are they kicking tires a little bit harder now?
Perhaps Rev, however I also feel digging and looking for possible connections is good detective work and might achieve workable information especially prior to the ASM. It also send out IMO a message that eyes are on the BOD (as should be) I'll never forget who paid for IP!
And happy for it Rev. actually appreciated from my side of the isle.
Do you not feel someone is actually digging and working for the best interest of the share holder! How does it make you feel? What does Hmm mean?
LOL, I'm sure Stafford will allow this...Which way is up eh