NEOGENOMICS, INC. (NASDAQ:NEO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On October23, 2018, NeoGenomics Laboratories, Inc. (“NeoGenomics Labs”), a wholly owned subsidiary of NeoGenomics, Inc. (“Parent”), Genoptix Merger Sub, Inc. (“Merger Sub”), Genesis Acquisition Holdings Corp. (“Genesis”) and Ampersand 2014 Limited Partnership, solely in its capacity as stockholders’ representative entered into an Agreement and Plan of Merger (the “Merger Agreement”).
to the terms and subject to the conditions of the Merger Agreement, Merger Sub, a wholly owned subsidiary of NeoGenomics Labs, will merge with and into Genesis, the parent entity of Genoptix, Inc. (“Genoptix”), with Genesis being the surviving entity and Parent being the ultimate parent company of Genoptix. Under the terms of the Merger Agreement, NeoGenomics Labs will acquire 50% of the equity interests of Genesis from its stockholders in exchange for (i)cash consideration of $125.0 million and (ii) 1,000,000 shares of NeoGenomics common stock, par value $0.001 per share (the “NEO Common Shares”), subject to net working capital and other adjustments as set forth in the Merger Agreement (the “Transaction”). One and a half million dollars, plus an amount equal to the amounts due under certain specified employment agreements if the applicable employees are terminated within nine months of the closing of the Merger, of the cash consideration and 375,000 of the NEO Common Shares will be held in escrow for purposes of the purchase price adjustment provisions in the Merger Agreement and to support indemnification obligations of the selling shareholders under the Merger Agreement. NeoGenomics Labs also contracted for a buy-side representations and warranty insurance policy containing customary terms and conditions to supplement the escrow funds.
The closing of the Transaction is subject to various customary closing conditions, including, among others, (i)the absence of any order of any governmental authority that prohibits or materially restrains the Transaction and the absence of any proceeding brought by any government authority pending before any court of competent jurisdiction seeking such an order and (ii)anywaiting periods imposed by any government authority necessary for the consummation of the transactions must have expired or been terminated.
The Merger Agreement contains customary representations and warranties made by each of NeoGenomics Labs and Genesis.The parties have also agreed to various covenants in the Merger Agreement, including, among other things, covenants (i)of Genesis to conduct its operations in the ordinary course of business consistent with past practice from the date of the Merger Agreement until the closing of the Transaction, (ii)of NeoGenomics Labs not to take any action that might risk not obtaining any order of any government authority necessary to consummate the Transaction, and (iii)to use reasonable best efforts to cause their respective closing conditions to be met as promptly as practicable.
The Merger Agreement contains certain termination rights for both NeoGenomics Labs and Genesis under the following circumstances: (i) by NeoGenomics Labs or Genesis as a result of (a) the closing of the Transaction not being completed by February 20, 2019 (the “Outside Date”) or (b) the issuance of a final, non-appealable order of any governmental authority to antitrust laws permanently restraining or prohibiting the closing; (ii) by NeoGenomics Labs as a result of a breach by Genesis of any of its representations or warranties or a failure by Genesis to perform any covenant or agreement that would cause the closing condition relating to truth of representations and performance of covenants not to be satisfied, and such breach or failure to perform is not cured within ten business days of written notice thereof; (iii) by Genesis as a result of the breach by NeoGenomics Labs of any of its representations or warranties or a failure by NeoGenomics Labs to perform any covenant or agreement that would cause the closing condition relating to truth of representations and performance of covenants not to be satisfied, and such breach or failure to perform is not cured within ten business days of written notice thereof; or (iv) by mutual written consent of NeoGenomics Labs and Genesis.
Subject to certain exceptions and other provisions, the selling shareholders have agreed to indemnify NeoGenomics Labs for breaches of certain representations and warranties and certain other matters. In addition, certain of the selling shareholders have executed a joinder and release agreement to the Merger Agreement to which they agreed to indemnify NeoGenomics Labs for breaches of certain representations and warranties as set forth in the Merger Agreement and release NeoGenomics Labs and the post-merger entities against any and all present and future claims they might have against such companies effective as of the closing of the merger.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
|
Item 1.01. |
Unregistered Sales of Equity Securities. |
to the Merger Agreement described above in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, NeoGenomics has agreed to deliver the NEO Common Shares to the stockholders of Genesis at the closing of the Transaction, subject to the satisfaction of the closing conditions set forth in the Merger Agreement. The issuance of the NEO Common Shares by NeoGenomics to the stockholders of Genesis will be made to the exemption from registration provided by Section4(a)(2) of the Securities Act of 1933, as amended.
|
Item 1.01. |
Financial Statements and Exhibits. |
(d)Exhibits
Exhibit Index
NEOGENOMICS INC ExhibitEX-2.1 2 projectprecisionmergerag.htm EXHIBIT 2.1 projectprecisionmergerag Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GENESIS ACQUISITION HOLDINGS CORP.,…To view the full exhibit click here
About NEOGENOMICS, INC. (NASDAQ:NEO)
NeoGenomics, Inc. is an operator of a network of cancer-focused genetic testing laboratories. The Company operates in Laboratory Testing Segment. Its Laboratory Testing segment delivers testing services to hospitals, pathologists, oncologists, other clinicians and researchers. The Company offers testing services, which includes Cytogenetics testing, which is the study of normal and abnormal chromosomes and their relationship to disease; fluorescence in-situ hybridization (FISH) testing, which is a branch of cancer genetics that focuses on detecting and locating the presence or absence of specific deoxyribonucleic acid (DNA) sequences and genes on chromosomes; flow cytometry testing, which is a way to measure the characteristics of cell populations, and immunohistochemistry (IHC), and digital imaging, which is a process of localizing proteins in cells of a tissue section and relies on the principle of antibodies binding specifically to antigens in biological tissues.
