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Transgenomic Inc. acquires Clinical Data’s diagnostic unit
January 2011
EDIT CONNECT
SHARING OPTIONS:
OMAHA, Neb.—Explaining that the sale of its "non-core
diagnostic business was the final piece in our transition to a drug development
program with a new drug now under review at FDA, plus others in stage
III and
stage II trials," according to a company spokesperson, Clinical
Data Inc. has
signed a definitive agreement to transfer its diagnostic business to
Transgenomic Inc.
The
acquisition includes a suite of proprietary genetic commercial tests, certain
proprietary biomarker assays and the CLIA-certified laboratory operations
of
Clinical Data for a purchase price of approximately $15.4 million, primarily in
cash and notes. Closing of the transaction is subject to customary
regulatory
approvals and closing conditions.
Craig
Tuttle, Transgenomic's CEO, considers the deal a
significant transaction for
the company.
"It
brings us a well-established and growing molecular diagnostic
business, a
substantial and established revenue base and validated new biomarker assays,
along with a talented diagnostic team," he says.
"Importantly, the acquisition
provides us with multiple growth opportunities through continued growth of the
11 test FAMILION product portfolio of
molecular assays for inherited cardiac
disorders, plus several proprietary assays for testing patients' response to
important cancer treatments and
patients' drug metabolism of a variety of
drugs. This acquisition will significantly improve our competitive position and
enhance our customer support
and patient care capabilities. We look forward to
completing this acquisition and integrating these assets into Transgenomic as
quickly as possible.
"
The
fit looks right, since Transgenomic develops and markets a number of molecular
diagnostic tests and
services for oncology, cardiology, hematology, inherited
disorders and diseases of aging. These include the WAVE System and associated
consumables
specifically designed for use in genetic variation detection and
single- and double-strand DNA/RNA analysis and purification. More than 1,450
systems
have been shipped to customers in more than 50 countries, the company
states. The SURVEYOR Mutation Detection Kits and SURVEYOR Check-It Kit provide
reagents and protocols for high-sensitivity detection of mutations in DNA.
"Clinical
Data has built the
commercial, managed care and CLIA-certified laboratory
infrastructure and capabilities to support its currently marketed tests
including the FAMILION
family of genetic tests for inherited heart diseases and
PGxPredic tests for predicting drug response," Tuttle notes.
The
diagnostic business includes the FAMILION family of 11 commercialized
proprietary tests; contracts with private and government health
insurers for
test reimbursement, with coverage policies that offer access to genetic testing
for an estimated 280 million patients; established
academic and medical society
guidelines, as well as the Heart Failure Society of America guidelines,
including genetic testing that can be identified
by FAMILION tests which detect
genetic mutations that cause cardiac channelopathies or cardiomyopathies;
pipeline opportunities that include the Fc
gamma receptor family of oncology
tests and a clopidogrel response test; marketing resources; testing and
customer service capabilities; intellectual
property and rights; a state-of-the
art facility; and equipment.
The
purchase price of $15.4 million consists
of $6 million in cash, $8.5 million in
a three-year note issued to Clinical Data bearing interest of 10 percent per
annum with a principal repayment
schedule beginning in May 2012, and a second
note of $932,000 for facility improvements made to the CLIA-certified
laboratory at 6.5 percent interest
for a 12-month period.
Additionally,
following the closing of the transaction, Clinical Data will be entitled to
receive milestone payments upon the successful development and commercialization
of multiple new products, royalty payments based on certain
reimbursements
received by the company in connection with the performance of certain biomarker
assays, a percentage of certain account receivables
collected during the
18-month period following the closing and a percentage of the aggregate
proceeds received by the company in connection with
certain transfers of
certain biomarker assay technology.
Code: E011115 Back |
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