Tegal Corporation to Acquire CollabRx, Inc.
Brings Interpretive Content and Data Analytics to Genomics-Based Medicine
PETALUMA, Calif.--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."
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.
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
Thomas Mika, 707-763-5600 ext. 5630
President & CEO
James M. Karis, 650-352-4790
Robert Ferri Partners, LLC
Robert Ferri, 415-575-1589 (direct)