CASTLE ROCK, Colo. (TIP): Venaxis®, Inc.(Nasdaq: APPY), announced January 26 that it has entered into a series of agreements for a transaction with Strand Life Sciences Private Limited (Strand LS) and its shareholders. Strand LS is a privately-held, global genomics and bioinformatics company. Strand LS operates clinical reference labs in the US through its wholly ownedsubsidiary Strand Genomics, Inc., (Strand U.S.) and directly in India, providing testing and lab services inIndia and other world-wide markets. Strand LS has commercialized a next generation sequencing (NGS)based, targeted, multi-gene, pan-cancer diagnostic panel in select international markets and has engagedin initial commercialization activities in the United States.
Assuming participation by 100% of the Strand LS shareholders, the effect of the transaction will be thatStrand LS shareholders and the employees and directors who are option-holders in Strand LS will owndirectly and beneficially approximately 68% of the combined enterprise and the current shareholders ofVenaxis will own approximately 32%. Due to Indian tax and financial regulations, the transaction is beingstructured as purchases, by Venaxis, of the Strand LS shares from the Strand LS shareholders, followedby an immediate re-investment of those sale proceeds, by the Strand LS shareholders, into VenaxisCommon Stock.
To comply with certain long-term holding period requirements under Indian tax law, the transaction isexpected to be completed in two closings. The first closing will occur upon receipt of the necessaryapprovals from the Venaxis shareholders, receipt of all other required approvals and satisfaction ofidentified closing conditions. The second closing will occur approximately six months later. At eachclosing, Venaxis will enter into resale registration rights agreements with the Strand LS shareholdersparticipating in such closing. The boards of each company have unanimously approved the transaction,however this transaction is subject to Venaxis shareholder approval.
At the first closing, Venaxis will own a majority of the shares of Strand LS, will change its name toStrand Life Sciences, and will change its NASDAQ trading symbol. As part of the first closing, followingVenaxis shareholder approval, a Venaxis subsidiary will enter into an asset purchase agreement withStrand U.S. in which it will acquire substantially all of the assets and liabilities of Strand U.S. inexchange for cash consideration paid to Strand U.S.
Advancing to the execution of the agreements with Strand LS, its shareholders and Strand U.S. representsthe outcome of an extensive strategic process initiated by Venaxis in early 2015. Venaxis has alsocommenced, and expects to continue to attempt to locate a partner or other third-party interested inadvancing development and or commercial activities of the Venaxis appendicitis portfolio. AligningStrand Life Sciences’ proven technological expertise in genomic profiling, bioinformatics and datacuration with Venaxis’ financial resources, NASDAQ public listing and key management personnelprovides an opportunity for Strand Life Sciences to continue to commercialize its global business modeltowards what is believed to be a valuable enterprise for the combined shareholders.
Following approval by the Venaxis shareholders and satisfaction of the other closing conditions, at thefirst closing, Dr. Vijay Chandru, the co-founder and current Executive Chairman of Strand LS, will serveas Executive Chairman of the combined company’s Board of Directors, Steve Lundy will become theChief Executive Officer of the combined company and Jeff McGonegal will continue as CFO. The initialcombined board will consist of seven members with four from Strand LS and three from Venaxis.
Commenting on the transaction, Dr. Vijay Chandru said, “On behalf of the Strand LS shareholders, webelieve that this transaction represents an attractive opportunity for Strand Life Sciences, as an agileinnovator in clinical genomics, to combine forces with Venaxis, a public company in the United Stateswith experienced executives and board members to help it rapidly expand market adoption of StrandAdvantage™ and other future product offerings.”
“We are pleased to announce this transaction and are excited by the significant opportunity we believe it presents for shareholders of Venaxis and Strand LS,” said Steve Lundy, Chief Executive Officer of Venaxis, Inc. “The combined company will benefit from Strand Life Sciences’ 15 year successful historyof technological expertise in genomic profiling, bioinformatics and data curation. Our initial focus will beto improve patient outcomes through the use of the StrandAdvantage pan-cancer gene panel, which wascommercially launched in the United States in 2015. The combined company is expected to be focused onthe continued commercialization of StrandAdvantage, as well as the development of additional ncologyrelated diagnostics.”
Raymond James & Associates, Inc. and Oppenheimer & Co. Inc. are acting as joint financial advisors toStrand LS and Baker & Hostetler LLP is acting as legal counsel for Strand LS. Ballard Spahr LLP isacting as legal counsel to Venaxis.