Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(RULE 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. _____)

 

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

 

Check the appropriate box:

[  ]	Preliminary Proxy Statement
[  ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ]	Definitive Proxy Statement
[X]	Definitive Additional Materials
[  ]	Soliciting Material Pursuant to ss. 240.14a-12

 

CombiMatrix Corporation

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.
[  ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

[  ]	Fee paid previously with preliminary materials.
[  ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

 

 

 

 

 

 

October 30, 2017

 

Dear CombiMatrix Stockholders,

 

You recently received proxy materials in connection with the Special Meeting of Stockholders of CombiMatrix Corporation to be held on November 10, 2017. According to our latest records, your PROXY VOTE for this meeting HAS NOT YET BEEN RECEIVED .

 

CombiMatrix Corporation and Invitae Corporation have entered into an Agreement and Plan of Merger and Reorganization. At the CombiMatrix Special Meeting, you are being asked to approve the Merger, an advisory vote on specified compensation that may be paid to CombiMatrix’s named executive officers in connection with the Merger and a proposal to approve the possible adjournment of the Special Meeting in order to solicit additional proxies. Each of these proposals is described in the proxy statement/prospectus you recently received. It is extremely important that CombiMatrix stockholders vote in favor of all proposals.

 

Reasons for the Merger

 

The CombiMatrix board of directors believes that the businesses of CombiMatrix and Invitae are complementary and that the combination of Invitae’s scale, technology and expertise with CombiMatrix’s product offering, human capital and sales channels provides a compelling strategic opportunity to enhance value for CombiMatrix stockholders.

 

What You Will Receive in the Merger

 

Upon closing of the Merger, you will receive shares of Invitae common stock based upon the Exchange Ratio calculated pursuant to the terms of the Merger Agreement. It is currently anticipated that you will receive between approximately 0.925 and 0.855 shares of Invitae common stock for each share of CombiMatrix common stock you own.

 

The value of the shares of Invitae common stock you will receive will fluctuate between the date of the proxy statement/prospectus and the completion of the Merger based upon the market value of Invitae common stock. In addition, the Exchange Ratio is subject to adjustment prior to closing of the Merger, including to account for (i) the issuance of any additional shares of CombiMatrix common stock prior to the consummation of the Merger, (ii) CombiMatrix’s net cash at the effective time of the Merger and (iii) the number of CombiMatrix Series F warrants exchanged in the Warrant Exchange Offer being conducted in connection with the Merger, assumed by Invitae, or exercised prior to the closing of the Merger.

 

What You Need to Do Now

 

To Vote with A Live Operator		Please call our proxy solicitor Advantage Proxy toll free at 1-877-870-8565 or  collect at 1-206-870-8565.
To Vote by Internet or Telephone		Please follow the instructions on your proxy card or voting instruction form. You will need your control number which is located in the box next to the arrow on the proxy card or voting instruction form.
To Vote by Mail		Please vote, sign and mail your proxy card in the envelope provided.

 

Thank you in advance for your support.

 

Mark McDonough

President, Chief Executive Officer, and Director