Tegal Corporation to Acquire CollabRx, Inc.
July 02 2012 - 7:01AM
Business Wire
Tegal Corporation (NASDAQ:TGAL) today announced that it has
signed a definitive 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.
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 health care 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 US health care market (as reported by McKinsey Global
Institute), over half of which specifically targets areas in cancer
and cancer genomics.1
The Chief Executive Officers of the two constituent companies,
Thomas Mika of Tegal and James Karis of CollabRx, plan to serve as
co-CEOs of the combined, publicly traded company, with headquarters
in San Francisco, CA. Tegal entered into an employment agreement
with Mr. Karis that will become effective at the closing, and Mr.
Karis 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.
Originally founded in 2008 by Silicon Valley Internet pioneer
Jay (Marty) Tenenbaum, CollabRx has developed clinical advisory
networks, expert systems, proprietary tools and processes, and a
pipeline of commercial data products and applications (“apps”) for
cancer. CollabRx Therapy Finders™, its first commercial product,
provides sophisticated, credible, personalized, and actionable
information to physicians and patients for rapidly determining
which medical tests, therapies, and clinical trials 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.
Upon the acquisition’s closing, Tegal will issue an aggregate of
236,433 shares of common stock, representing 14% of Tegal’s total
shares outstanding prior to the closing, to former CollabRx
stockholders in exchange for 100% of the capital stock of CollabRx,
Inc. Tegal and certain former CollabRx stockholders will enter into
a Stockholders Agreement providing for, among other things,
registration rights, transfer restrictions and voting and
standstill agreements. Tegal also will assume $500,000 of existing
CollabRx indebtedness through the issuance of 5-year promissory
notes in substitution for outstanding notes previously issued by
CollabRx. In addition, Tegal will grant a total of 368,417 RSUs and
options as “inducement grants” to newly hired management and
employees, all subject to four-year vesting and other
restrictions.
“Medicine is entering a new era of low cost genome sequencing
and the proliferation of personalized treatments based on specific
genetic mutations,” said James Karis, CEO of CollabRx. “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. We
are excited to be joining the Tegal management team in a
well-resourced, publicly-traded entity.”
“This acquisition marks both the successful conclusion of a
transition process and the beginning of a new chapter for Tegal
Corporation,” said Thomas Mika, Tegal’s Chairman, President and
CEO. “We are excited to help drive the rapid growth of this market
while we meet a critical and consequential human need. 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, along with the entire team at CollabRx
and Tegal, to building a dynamic company in a new era of genomic
medicine.”
About Tegal
Since its founding in 1972, Tegal Corporation has been dedicated
to the development and application of emerging technologies. For 40
years, Tegal’s process and equipment know-how has been incorporated
in devices fabricated by some of the world’s leading semiconductor
and MEMS companies, including Tegal’s one-time parent, Motorola.
Now entering its fifth decade, Tegal has committed its future to
emerging technologies in medical devices and health care. Please
visit us on the web at www.tegal.com.
About CollabRx
CollabRx is a recognized leader in “cloud-based” expert systems
to inform health care decision-making. CollabRx uses information
technology to aggregate and contextualize the world's knowledge on
genomics-based medicine with specific insights from the nation's
top cancer experts starting with the area of greatest need:
advanced cancers in patients who have effectively exhausted the
standard of care.
Safe Harbor Statement
This press release contains forward-looking statements that may
include statements regarding the intent, belief or current
expectations of Tegal, CollabRx and their respective management.
Forward looking statements include statements about the benefits
and advantages of the acquisition for Tegal and CollabRx. Actual
results could differ materially from those projected in the
forward-looking statements as a result of a number of important
factors, including but not limited to the risk that the acquisition
will not close as the transaction is subject to certain closing
conditions. In addition, if and when the transaction is closed,
there will be risks and uncertainties related to Tegal’s ability to
integrate CollabRx successfully, the risk that the anticipated
benefits from the acquisition may not be fully realized or may take
longer to realize than expected; and competition and its effect on
the combined company’s performance. Additional factors that may
affect future results are contained in the SEC filings for Tegal,
including but not limited to Tegal’s Annual Report on Form 10-K for
the year ended March 31, 2012. Tegal and CollabRx each disclaim any
obligation to update and revise statements contained in this
release based on new information or otherwise.
1 “Big data: The next frontier for innovation, competition and
productivity”, McKinsey Global Institute, May 2011
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