Ropes & Gray has advised NeoGenomics, Inc, a provider of cancer-focused genetic testing services and global oncology contract research services, on its acquisition – including its financing via private placement of equity – of Inivata Ltd, a global, commercial stage liquid biopsy platform company, headquartered in Cambridge, UK.
The acquisition follows a USD25 million minority equity investment by NeoGenomics in Inivata in May 2020, at which time NeoGenomics was granted a fixed price option to purchase the remainder of Inivata for USD390 million prior to December 31, 2021. The cash purchase price will be funded with balance sheet cash and through a private placement of equity, with the expected gross proceeds of USD200 million, led by a group of institutional investors consisting of legacy Inivata shareholders, existing NeoGenomics investors, and a number of leading oncology-focused specialist investors. The acquisition is subject to satisfaction of certain customary closing conditions and is expected to close concurrently with the private placement in June 2021.
The deal will help accelerate NeoGenomics’ long-term growth, with Inivata becoming a liquid biopsy-focused division, alongside NeoGenomics’ growing clinical, pharma and informatics divisions.
The Ropes & Gray team that advised on the M&A aspects of the deal was led by partners John Newton (London) and Michael Lampert (Boston), supported by associates David Dowling and Kenan Ceylan and trainee William Radcliffe (all based in London). Other members of the team included Life sciences regulatory partner Lincoln Tsang (London); IP partners Charlotte Jacobsen (New York) and Melissa Rones (Boston); Finance partner Alex Robb and associate Hoey Lee; Data, privacy & cybersecurity partner Massey, Rohan and associate Juma Weeks; Tax partner Andrew Howard and associate David Johns; Antitrust counsel Lisa Kaltenbrunner (all based in London) and Deidre J. Johnson and associate Brandon M Sisson (both Boston).
The team acting on the PIPE aspects of the deal was led by partner Michael Beauvais, with partner Thomas Fraser and associates Dayna Mudge (all based in Boston) and Irina Luzanovskaya (New York).
