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Tegal acquires CollabRx
August 2012
by Lloyd Dunlap  |  Email the author


PETALUMA, Calif.Tegal Corp. recently announced the closing of an agreement to acquire CollabRx Inc., a privately held technology company in the rapidly growing market of interpretive content and data analytics for genomics-based medicine.
Tegal will issue 236,433 shares of common stock, representing 14 percent of its total shares outstanding prior to the closing, to former CollabRx stockholders in exchange for 100 percent of the capital stock of CollabRx. Tegal and certain former CollabRx stockholders entered into a stockholders agreement providing for, among other things, registration rights, transfer restrictions and voting and standstill agreements. Tegal also assumed $500,000 of existing CollabRx indebtedness through the issuance of five-year promissory notes in substitution for outstanding notes previously issued by CollabRx. In addition, Tegal will grant a total of 368,417 restricted stock units and options as "inducement grants" to newly hired management and employees, all subject to four-year vesting and other restrictions.  
The CEOs of the two companies, Thomas Mika of Tegal and James Karis of CollabRx, will serve as co-CEOs of the combined, publicly traded company, with headquarters in San Francisco. Tegal entered into an employment agreement with Karis that will become effective at the closing and he will also be appointed to Tegal's board of directors. Tegal will continue to operate under its current name and ticker symbol for the time being, but plans to seek stockholder approval at its upcoming annual meeting in September 2012 for an amendment to its certificate of incorporation, changing its corporate name to CollabRx Inc.  
"This acquisition marks both the successful conclusion of a transition process and the beginning of a new chapter for Tegal Corp.," says Mika. "This is a mission Tegal's board has embraced wholeheartedly. I am very pleased to be working with James Karis as co-CEO and fellow director, and look forward to building a dynamic company in a new era of genomic medicine."
Originally founded in 2008 by Silicon Valley Internet pioneer and cancer survivor Jay (Marty) Tenenbaum, CollabRx has developed clinical advisory networks, expert systems, proprietary tools and processes and a pipeline of commercial data products and applications for cancer. Ten years ago, suffering from metastatic melanoma, Tenenbaum was given 12 months to live. He researched various experimental drug treatments, and credits a failed cancer vaccine, among other drugs, for saving his life. Through the company he founded, CollabRx, Tenenbaum aims to leverage the extraordinary untapped expertise and resources across the industry to empower individual patient healthcare through personalized research.  
CollabRx offers cloud-based expert systems that provide clinically relevant interpretive knowledge to institutions, physicians, researchers and patients for genomics-based medicine in cancer and other diseases to inform healthcare decision-making. With access to approximately 50 clinical and scientific advisors at leading academic institutions and a suite of tools and processes that combine artificial intelligence-based analytics with proprietary interpretive content, the company is well positioned to participate in the $300 billion value-added "big data" opportunity in the U.S. healthcare market (as reported by McKinsey Global Institute), over half of which specifically targets areas in cancer and cancer genomics, according to McKinsey.
CollabRx Therapy Finders, the company's first commercial product, provides personalized and actionable information to physicians and patients for rapidly determining the medical tests, therapies and clinical trials that may be considered in cancer treatment planning, with a specific emphasis on the tumor genetic profile. CollabRx Therapy Finders are web-based apps that serve as one type of user interface to access proprietary CollabRx content. CollabRx content is dynamically updated and organized in a knowledgebase that includes information on molecular diagnostics, medical tests, clinical trials, drugs, biologics and other information relevant for cancer treatment planning. Capturing how highly respected practicing physicians use this information in the clinical setting further refines the knowledgebase.
"Medicine is entering a new era of low-cost genome sequencing and the proliferation of personalized treatments based on specific genetic mutations," says Karis. "With the technology platform and expert system leadership position that CollabRx has developed over the past few years, we believe that the new company is in a position to lead the market for accurate, credible and current genomic information in the cancer space."
Code: E081213



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