Haliodx and Veracyte Set Proposed Acquisition Terms
Marseille, France, June 01, 2021, 1 PM CEST - HalioDx SAS, the immuno-oncology diagnostics company pioneering the immunological diagnosis of cancers, announced today that Veracyte (NASDAQ: VCYT) and the securityholders of HalioDx have negotiated the terms of an agreement for Veracyte to acquire 100% of the share capital of HalioDx and have entered into a memorandum of understanding regarding the exclusivity of their negotiations during and following the required works council consultations.
HalioDx is an immuno-oncology diagnostic company positioned to solve large unmet medical needs in oncology by analyzing a newly discovered key mechanism of cancer progression, the immune contexture of human tumors. HalioDx provides Oncologists and Biopharma with immune-based diagnostic products and services to guide cancer care and contribute to precision medicine in the era of immuno-oncology and combination therapies. The company has also built a unique service offering for IVD development, manufacturing and testing for diagnostic companies.
Veracyte offers high-value advanced genomic tests addressing unmet clinical needs at multiple points in the care continuum for lung cancer, breast cancer, thyroid cancer and interstitial lung diseases, and its lymphoma subtyping test is in development. With the addition of the recently acquired Decipher's genomic tests in prostate, bladder and kidney cancers, Veracyte provides an expanded comprehensive testing menu and, with the nCounter system, is positioned to make its tests available to physicians and their patients in global markets, where hospitals and laboratories can perform them locally.
“The acquisition of HalioDx would provide key strategic capabilities in executing on our powerful vision of improving outcomes for patients all over the world at every step of their journey. HalioDx, with its manufacturing infrastructure and operations in Europe, would further enable our long-term growth by expanding our reach into global markets, while also further extending our scientific capabilities into the emerging immuno-oncology sector and broadening our testing menu to address 8 of the 10 top cancers by U.S. incidence. We would also benefit from the HalioDx team's extensive scientific and operational leadership.” commented Bonnie Anderson, Veracyte's executive chairwoman.
“HalioDx unique technology platforms including Immunoscore® for colon and rectal cancers, our Immunogram and Brightplex® technologies and our capabilities to develop and manufacture regulatory-compliant in-vitro diagnostic assays are complementary to Veracyte's portfolio and technologies. In the event the transaction is completed HalioDx would become Veracyte European Headquarters. We believe our strategic goals would be accelerated and we could offer even greater options to patients and healthcare providers around the world” said Vincent Fert, chairman and chief executive officer of HalioDx.
HalioDx to eventually become Veracyte European Headquarters
HalioDx's operations and laboratories would remain in Marseille, France and Richmond, Virginia. Veracyte would continue HalioDx's existing operations, becoming Veracyte's European headquarters. Veracyte also intends to leverage HalioDx's scientific, clinical, and regulatory expertise to eventually move the manufacturing of Veracyte's test kits designed for use on the nCounter Analysis System to HalioDx's facilities in Marseille.
Biopharma services would benefit from the addition of the portfolio of services and technologies and an easier access to the US market for HalioDx and the European market for Veracyte. The combined diagnostic offer would cover the four main cancers per incidence worldwide (lung, breast, prostate, colorectal) and Immunoscore® would take advantage from Veracyte's experience to obtain coverage and reimbursement of innovative tests in the United States.
The Proposed Transaction generates also new perspectives for the development and manufacture of high-value molecular diagnostic tests with a proprietary platform (nCounter). This could "scale-up" HalioDx's IVD services activities and allow to develop the employment of qualified staff at the Marseille site.
Transaction Terms and Other Information
Upon completion of the required works council consultations, Veracyte expects that the shareholders of HalioDx will enter into a definitive purchase agreement with Veracyte for the purchase and sale of HalioDx. At closing, Veracyte would pay approximately €260 million in total consideration to HalioDx securityholders with a mix of cash and shares, subject to customary purchase price adjustments. The Proposed Transaction, which has been unanimously approved by Veracyte's board of directors and is fully supported by the HalioDx board of directors, is expected to close in the third fiscal quarter of 2021, subject to the satisfaction of customary closing conditions.
HalioDx is backed by leading investors including M.I.3. SA, the PSIM fund managed by Bpifrance in the framework of the program 'Investing for the Future', Sham Innovation Santé advised by Turenne Capital, BNP Paribas Développement, Sofipaca – Crédit Agricole, Amundi Private Equity Funds (Amundi PEF), and Quest for Growth managed by Capricorn Venture Partners.