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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Combimatrix Corp. (MM) | NASDAQ:CBMX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.25 | 0.05 | 6.75 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
CombiMatrix Corporation
(Name of Subject Company)
CombiMatrix Corporation
(Names of Persons Filing Statement)
Series F Warrants to Purchase Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
20009T147
(CUSIP Number of Class of Securities)
Mark McDonough
President and Chief Executive Officer
CombiMatrix Corporation
300 Goddard, Suite 100
Irvine, CA 92618
(949) 753-0624
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)
Copies to:
Thomas Brida General Counsel Invitae Corporation 1400 16th Street San Francisco, CA 94103 (415) 350-3618 |
Mike Hird Patty M. DeGaetano Pillsbury Winthrop Shaw Pittman LLP 12255 El Camino Real, Suite 300 San Diego, CA 92130 (619) 234-5000 |
Mark McDonough President and Chief Executive Officer CombiMatrix Corporation 300 Goddard, Suite 100 Irvine, CA 92618 (949) 753-0624 |
Parker A. Schweich Stradling Yocca Carlson & Rauth, P.C. 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 (949) 725-4000 |
[ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the “Schedule 14D-9”) originally filed on September 14, 2017, as subsequently amended by Amendment No. 1 to the Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2017. This Schedule 14D-9 relates to the offer by Invitae Corporation, a Delaware corporation (“Invitae”), to exchange (the “Exchange Offer”) each outstanding Series F warrant (the “CombiMatrix Series F Warrants”) to acquire shares of common stock of CombiMatrix Corporation, a Delaware corporation (“CombiMatrix”), for shares of common stock, par value $0.0001 per share, of Invitae (the “Invitae Common Stock”), as disclosed in the Amendment No. 2 to Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended, the “Schedule TO”), filed by Invitae with the SEC on October 23, 2017.
The terms and conditions of the Exchange Offer, as well as a description of CombiMatrix and other information required by Schedule 14D-9, are set forth in the prospectus/offer to exchange, dated October 6, 2017 (as supplemented, the “Prospectus/Offer to Exchange”), as supplemented by Prospectus Supplement No. 1, dated October 23, 2017, filed as Exhibit (a)(4)(B) hereto (the “Prospectus Supplement”), that Invitae filed with the SEC and which, with the related Letter of Transmittal filed as Exhibit 99.1 to Invitae’s registration statement on Form S-4 (No. 333-220448) (as amended, the “Registration Statement”), together constitute the “Offer.” The Prospectus/Offer to Exchange is incorporated herein by reference in its entirety.
Pursuant to the Exchange Offer, each CombiMatrix Series F Warrant validly tendered and not withdrawn in the Exchange Offer will be exchanged for a number of shares of Invitae Common Stock (the “Warrant Exchange Ratio”) equal to 0.3056, which was calculated as the quotient (rounded to the nearest ten-thousandth) obtained by dividing $2.90 by the average closing price of $9.491 for shares of Invitae common stock on the NYSE for the immediately preceding period of 30 trading days prior to July 31, 2017, the date of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Invitae, Coronado Merger Sub, Inc., a wholly owned subsidiary of Invitae (“Merger Sub”), and CombiMatrix, pursuant to which Merger Sub will merge with and into CombiMatrix, with CombiMatrix surviving as a wholly owned subsidiary of Invitae (the “Merger”).
As described in the Prospectus Supplement, for purposes of calculating and satisfying the condition in the Merger Agreement that at least 90% of the CombiMatrix Series F Warrants outstanding immediately prior to the date of the Merger Agreement shall have been validly tendered and not withdrawn prior to the expiration of the Exchange Offer, which is a condition to Invitae’s obligation to consummate the Merger, Invitae will also count towards such 90% requirement any and all CombiMatrix Series F warrants that are validly exercised prior to the expiration of the Offer (including, for this purpose, such exercises as are made contingent solely upon a closing of the Merger). In addition, the Prospectus Supplement (i) provides updated estimates of the fraction of a share of Invitae common stock, or the Merger Exchange Ratio, into which each share of CombiMatrix common stock will be converted upon a closing of the Merger, based on CombiMatrix’s current estimate of net cash, (ii) provides updated estimates of the number of shares of Invitae common stock to be issued in connection with the Merger and the Exchange Offer, and (iii) provides additional disclosure as to how the participation percentage by the holders of the CombiMatrix Series F warrants in the Exchange Offer and the amount of CombiMatrix Series F warrants separately exercised impacts the implied per share Merger consideration based on CombiMatrix’s currently estimated net cash.
Items 1 through 8.
All of the information in the Prospectus/Offer to Exchange, the Prospectus Supplement, and any additional prospectus supplement or other amendment or supplement thereto related to the Exchange Offer hereafter filed with the SEC by Invitae, is hereby incorporated by reference into Items 1 through 8 of this Schedule 14D-9. This Amendment should be read together with the Schedule 14D-9.
Item 9. Exhibits.
* Incorporated by reference to the Registration Statement or the Schedule TO.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
COMBIMATRIX CORPORATION | ||
Dated: October 24, 2017 | By: |
/s/ SCOTT R. BURELL |
Name: | Scott R. Burell | |
Title: | Chief Financial Officer |
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