Cooley Advises Genoptix in $470 Million Sale to Novartis

Tuesday, January 25, 2011
Tags:  Cooley LLP
Genoptix, Inc. (Nasdaq: GXDX) announced today that it has entered into a definitive merger agreement to be acquired by Novartis. Under the terms of the merger agreement, Novartis will commence an all cash tender offer for all outstanding shares of common stock of Genoptix at USD$25.00 per share. The transaction implies, on a fully-diluted basis, a total equity value of approximately USD$470 million and an enterprise value of USD$330 million.

The $25.00 per share cash offer price represents a premium of 39% over Genoptix’ unaffected closing share price of $17.98 on December 13, 2010 and a 27% premium over the closing price of USD$19.76 on January 21, 2011.
Genoptix’ Chief Executive Officer, Tina S. Nova, Ph.D., stated, “We believe this transaction provides substantial value and liquidity to our stockholders. We are excited about becoming part of the Novartis Molecular Diagnostics (MDx) unit and continuing to enhance the value that we bring to our core community oncologist customers. We share Novartis’ strong commitment to transforming patient care, improving health outcomes for patients and enhancing the suite of diagnostic tools for our physician customers.”
Genoptix’ board of directors unanimously determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Genoptix and its stockholders, and recommends that Genoptix’ stockholders tender their shares and adopt the merger agreement.
Each of Genoptix’ directors and executive officers has agreed to tender their shares in the offer.
The transaction is conditioned upon the tender of at least a majority of the shares of Genoptix in the tender offer, receipt of regulatory approvals and other customary closing conditions. The transaction is expected to close within the first half of 2011.
The terms and conditions of the tender offer will be described in the tender offer documents, which will be filed with the U.S. Securities and Exchange Commission (“SEC”).
Barclays Capital is serving as financial advisor to Genoptix and Cooley LLP is serving as Genoptix’ legal advisor.