Myriad Genetics, Inc. (NASDAQ:MYGN), a leader in molecular
diagnostics and personalized medicine, today announced that it has
signed a definitive agreement to acquire Assurex Health, a global
leader in genetic testing for psychotropic medicine selection, for
$225 million upfront with the potential for $185 million in
additional performance-based milestones. Assurex generated revenue
of more than $60 million and tested more than 150,000 patients in
Myriad’s fiscal year 2016.
The transaction is expected to close at the end of
Myriad’s first quarter of fiscal year 2017. Myriad will provide
financial guidance pertaining to the acquisition when the Company
hosts its fourth-quarter earnings call on August 9, 2016. A
discussion on the details and strategy underlying this acquisition
will be provided on a conference call today at 4:30 pm EDT.
“Assurex provides Myriad access to GeneSight® one of the fastest
growing new diagnostic tests ever in a multi-billion dollar global
market and builds upon Myriad’s commitment to expand into
neuroscience, positioning us for long-term growth,” said Mark C.
Capone, president and CEO, Myriad Genetics. “Importantly, this
acquisition provides an experienced commercial organization in the
neuroscience market that we believe will be one of the highest
growth areas for personalized medicine and completes our
infrastructure expansion consistent with our four-in-six
strategy.”
“We are excited as a fellow pioneering company to be joining the
global leader in personalized medicine,” said Virginia C. Drosos,
president and CEO, Assurex Health. “As one of the world’s
leading molecular diagnostic companies, Myriad has the
reimbursement, regulatory and commercial expertise to expand the
long-term potential of Assurex’s neuroscience products and ensure
even more patients can benefit from better outcomes through our
diagnostic tests.”
Benefits of the Transaction
- Allows Entry Into Attractive Neuroscience
Market: In the United States, more than 76 million
individuals have a mental disorder. The U.S. spends more than
$150 billion in direct healthcare costs, or six percent of overall
healthcare spending, treating these disorders. Myriad sees a
substantial medical need for high-value personalized medicine
products such as the GeneSight test to improve patient outcomes and
lower healthcare costs.
- Synergistic Product Fits 4in6 Strategy:
GeneSight provides Myriad with its first commercial product in the
neuroscience market and answers the fourth clinical question
regarding therapy selection for psychotropic drugs. Additionally,
this acquisition adds the final business unit contemplated in its
4in6 strategy and provides the largest non-pharmaceutical sales
force in the psychiatry market.
- Best-in-Class Product in Large Market:
GeneSight Psychotropic fills a significant unmet clinical need, is
supported by substantial clinical data and is the market leading
product for psychotropic drug selection, with significant barriers
to entry. Additionally, the global market for GeneSight testing is
greater than $4 billion based upon current and future
indications.
- Ability to Leverage Psychiatry Call Point with Future
Products: Myriad is developing a differential diagnosis
product for major depressive disorder and bipolar disorder called
myPath Bipolar. Myriad will be able to leverage the
psychiatry call point to sell this test in the future, along with
other potential high-value diagnostics.
- Future Opportunity for Preventive Care Team to Sell
GeneSight: The majority of prescriptions for major
depressive disorder and other mental health conditions are ordered
by a primary care physician. Myriad plans to use its
Preventive Care sales team to sell GeneSight tests into this
segment, more than doubling the current addressable market.
Financing Myriad intends to fund the
transaction through cash on hand and debt. Myriad has obtained
committed debt financing from JPMorgan Chase & Co. At the end
of the fiscal third quarter Myriad had cash and cash equivalents of
$286 million. The transaction is expected to close before the end
of the first quarter of fiscal year 2017 and is subject to the
satisfaction of customary closing conditions and regulatory
approvals.
AdvisorsJ.P. Morgan Securities LLC is acting as
financial advisor to Myriad Genetics and Mintz Levin Cohn Ferris
Glovsky and Popeo PC is serving as legal counsel.
Conference Call and WebcastA conference call
will be held today, Wednesday, August 3, 2016, at 4:30 p.m. EDT to
discuss Myriad’s acquisition of Assurex Health. The dial-in
number for domestic callers is 1-800-677-7964. International
callers may dial 1-303-223-4387. All callers will be asked to
reference reservation number 21816023. An archived replay of
the call will be available for seven days by dialing 1-800-633-8284
and entering the reservation number above. The conference
call along with a slide presentation will also will be available
through a live webcast at www.myriad.com.
About Myriad GeneticsMyriad Genetics Inc., is a
leading personalized medicine company dedicated to being a trusted
advisor transforming patient lives worldwide with pioneering
molecular diagnostics. Myriad discovers and commercializes
molecular diagnostic tests that: determine the risk of developing
disease, accurately diagnose disease, assess the risk of disease
progression, and guide treatment decisions across six major medical
specialties where molecular diagnostics can significantly improve
patient care and lower healthcare costs. Myriad is focused on
three strategic imperatives: transitioning and expanding its
hereditary cancer testing markets, diversifying its product
portfolio through the introduction of new products and increasing
the revenue contribution from international markets. For more
information on how Myriad is making a difference, please visit the
Company's website: www.myriad.com.
Myriad, the Myriad logo, BART, BRACAnalysis, Colaris, Colaris
AP, EndoPredict, myPath, myRisk, Myriad myRisk, myRisk Hereditary
Cancer, myChoice, myPlan, BRACAnalysis CDx, Tumor BRACAnalysis CDx,
myChoice HRD, Vectra and Prolaris are trademarks or registered
trademarks of Myriad Genetics, Inc. or its wholly owned
subsidiaries in the United States and foreign countries. MYGN-F,
MYGN-G
About Assurex HealthAssurex Health is an
informatics-based precision medicine company providing treatment
decision support to healthcare providers for mental health. Assurex
Health’s lead product, GeneSight® Psychotropic, evaluates 12 genes
known to play a significant role in psychotropic drug response, and
utilizing a proprietary combinatorial pharmacogenomics approach
called CPGx, assigns patients into one of over 300,000 unique
composite phenotypes. Based upon this data, a customized report is
then created for the individual patient providing treatment
recommendations on 55 medications which comprise over 95 percent of
all psychotropic drugs prescribed for major depressive disorder,
bipolar disorder, and schizophrenia. GeneSight® testing is done
through Assurex’s CLIA-certified laboratory in Mason, Ohio and to
date more than 350,000 patients have received a GeneSight test.
GeneSight is supported by over 750 scientific publications on the
role of the included genes in drug metabolism and response, three
major clinical utility studies, and two major health economic
studies. The test has received a favorable Medicare local coverage
determination is expanding private payer coverage. Additionally,
Assurex Health has over 55 granted patents worldwide and an
additional 29 pending patents.
Safe Harbor StatementThis press release
contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, including
statements relating to the acquisition of Assurex Health for $225
million upfront with the potential for $185 million in additional
performance-based milestones; the expected closing of the
transaction at the end of the Company’s first quarter of fiscal
year 2017 and being subject to completion of customary closing
conditions and regulatory approvals; providing financial
guidance pertaining to the acquisition on the Company’s
fourth-quarter earnings call; the details and strategies underlying
this transaction; the Company’s commitment to expand into
neuroscience, positioning the Company for long-term growth; the
Company’s belief that the neuroscience market will be one of the
highest growth areas for personalized medicine and completion of
the Company’s infrastructure expansion consistent with the
Company’s four-in-six strategy; the GeneSight test being the
foundational product of the Company’s neuroscience business unit;
the Company’s intention to fund the transaction through cash on
hand and debt and the Company’s committed debt financing from J.P.
Morgan Chase & Co.; and the Company’s strategic directives
under the captions “Benefits of the Transaction,” “Synergistic
Product Fits 4in6 Strategy,” “Best-in-Class Product in Large
Market,” “Ability to Leverage Pyschiatry Call Point with Future
Products,” “Future Opportunity for Preventive Care Team to Sell
GeneSight,” “About Myriad Genetics” and “About Assurex Health.”
These “forward-looking statements” are based on management’s
current expectations of future events and are subject to a number
of risks and uncertainties that could cause actual results to
differ materially and adversely from those described or implied in
the forward-looking statements. These risks include, but are not
limited to: the risk that sales and profit margins of our existing
molecular diagnostic tests and pharmaceutical and clinical services
may decline or will not continue to increase at historical rates;
risks related to our ability to transition from our existing
product portfolio to our new tests; risks related to changes in the
governmental or private insurers’ reimbursement levels for our
tests or our ability to obtain reimbursement for our new tests at
comparable levels to our existing tests; risks related to increased
competition and the development of new competing tests and
services; the risk that we may be unable to develop or achieve
commercial success for additional molecular diagnostic tests and
pharmaceutical and clinical services in a timely manner, or at all;
the risk that we may not successfully develop new markets for our
molecular diagnostic tests and pharmaceutical and clinical
services, including our ability to successfully generate revenue
outside the United States; the risk that licenses to the technology
underlying our molecular diagnostic tests and pharmaceutical and
clinical services tests and any future tests are terminated or
cannot be maintained on satisfactory terms; risks related to delays
or other problems with operating our laboratory testing facilities;
risks related to public concern over our genetic testing in general
or our tests in particular; risks related to regulatory
requirements or enforcement in the United States and foreign
countries and changes in the structure of the healthcare system or
healthcare payment systems; risks related to our ability to obtain
new corporate collaborations or licenses and acquire new
technologies or businesses on satisfactory terms, if at all; risks
related to our ability to successfully integrate and derive
benefits from any technologies or businesses that we license or
acquire, including but not limited to our acquisition of a
healthcare clinic in Germany; risks related to our projections
about the potential market opportunity for our products; the risk
that we or our licensors may be unable to protect or that third
parties will infringe the proprietary technologies underlying our
tests; the risk of patent-infringement claims or challenges to the
validity of our patents; risks related to changes in intellectual
property laws covering our molecular diagnostic tests and
pharmaceutical and clinical services and patents or enforcement in
the United States and foreign countries, such as the Supreme Court
decision in the lawsuit brought against us by the Association for
Molecular Pathology et al; risks of new, changing and competitive
technologies and regulations in the United States and
internationally; and other factors discussed under the heading
“Risk Factors” contained in Item 1A of our Annual report on Form
10-K for the fiscal year ended June 30, 2016, which has been filed
with the Securities and Exchange Commission, as well as any updates
to those risk factors filed from time to time in our Quarterly
Reports on Form 10-Q or Current Reports on Form 8-K.
Media Contact:
Ron Rogers
(801) 584-3065
rrogers@myriad.com
Investor Contact:
Scott Gleason
(801) 584-1143
sgleason@myriad.com
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