O’Melveny Advises Genesis Growth Tech Acquisition Corp. in Merger with Biolog-id8月 24, 2022
FOR IMMEDIATE RELEASE
SAN FRANCISCO—August 24, 2022—O’Melveny advised Genesis Growth Tech Acquisition Corp., a special purpose acquisition company, in its merger agreement with Biolog-id, a digital health solution provider, to take the company public.
The transaction was announced on August 23 and is expected to close in the first quarter of 2023, subject to further approval and other closing conditions. The proposed merger implies an equity value of US$312 million for Biolog-id.
Genesis Growth Tech Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Biolog-id designs, deploys and supports integrated traceability solutions, including hardware, real-time data collection, visualization and data analysis, based on radio frequency identification, or RFID, technology, to handle sensitive health products.
The O’Melveny team advising Genesis Growth Tech was led by partners Noah Kornblith and Kurt Berney, and included counsel Tai Vivatvaraphol and Jane Wu, and associates Christopher Cash, Kevin Loquaci, and Kristina Bergess.
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Biolog-id issued the following announcement:
Biolog-id and Genesis Growth Tech Acquisition Corp. Announce Execution of Memorandum of Understanding for a Proposed Merger to Create Publicly Listed Digital Health Solutions Company Focused on Value Chain Optimization
Anticipated Cash Resources to be used to Advance Biolog-id Value Chain Optimization Platform for Blood Products and other Biologics
August 23, 2022 08:00 ET | Source: Biolog-id
BERNAY, France and NIDWALDEN, Switzerland , Aug. 23, 2022 (GLOBE NEWSWIRE) -- Biolog-id, a digital health solution provider focusing on value-chain optimization, and Genesis Growth Tech Acquisition Corp. (Nasdaq: GGAA) (“GGAA” or “Genesis”), a special purpose acquisition company, today announced that the companies have entered into a memorandum of understanding in connection with a proposed merger of Biolog-id and Genesis (the “MoU”).
Pursuant to the MoU, and in accordance with applicable French law, the parties have agreed to initiate a consultation with the social and economic committee (comité social et économique) of Biolog-id concerning the proposed merger. To facilitate the consultation process, GGAA submitted its irrevocable and binding commitment (the “Option”) for the proposed merger upon, and subject to, the terms and conditions of a Business Combination Agreement (the “BCA”) to be entered into by the parties if Biolog-id exercises the Option upon completion of the consultation process. The Option will automatically terminate if it has not been exercised on the day immediately after the expiry date (being the earlier of (i) five business days after the completion or deemed completion of the consultation process; and (ii) December 22, 2022) (unless extended in writing by the parties).
The boards of directors of both Biolog-id and Genesis have unanimously approved the MoU.
“When we founded Biolog-id, we were convinced that significant opportunities existed in bringing efficiencies and real-time data solutions to the healthcare supply chain marketplace,” said Jean-Claude Mongrenier, founder, shareholder, and Chairman of the Biolog-id Board of Directors. “We believe that this transaction reinforces Biolog-id’s position as a strong player in this market worldwide, and we are very excited by the possibilities that this combination with Genesis represent.”
“We are proud of our role in financing Biolog-id through its initial proof-of-concept and early development,” added Jacques Simonnet, Chairman of the Supervisory Board of Xérys Invest, the principal shareholder of Biolog-id. “The proposed merger with Genesis could give Biolog-id a strong foundation to pursue unique opportunities in multiple areas within the digital health space.”
“We would like to thank our partners at Xérys Funds and our other investors for their support of Biolog-id since its inception,” said Troy L. Hilsenroth, CEO of Biolog-id. “We believe that this deal could allow us to accelerate our commercial momentum and grow our recurring and total revenue streams in multiple, fast-growing healthcare segments. Through this combination with Genesis, we expect to be well positioned to bring our value-chain optimization solutions to major markets in the U.S., Europe, India, and the Middle East.”
“Genesis believes that Biolog-id’s proven technology, combined with the clear demand in the digital health space, makes this an attractive investment for our shareholders,” said Eyal Perez, Chairman and CEO of Genesis Growth Tech Acquisition Corp. “We are pleased and proud to partner up with Biolog-id’s leadership team on their mission to optimize the manufacturing, distribution, and utilization of sensitive health products. We are excited about the significant operational, clinical, and financial benefits for patients, providers, payors, and other elements of the healthcare supply chain.”
In the transaction, GGAA will merge with and into Biolog-id with Biolog-id as the surviving company. GGAA shareholders will receive the related Biolog-id ordinary share merger consideration in the form of American depositary shares (“ADSs”).
Upon closing of the proposed transaction, anticipated to occur in the first quarter of 2023, the combined company will continue to operate under the name “Biolog-id”, and its ADSs are expected to be listed on Nasdaq under the new ticker symbol “BGID”.
The transaction reflects an equity value of $312 million for Biolog-id with GGAA currently having approximately $257.1 million in trust. The anticipated cash resources available to the combined company after redemptions will be used to advance Biolog-id’s value chain optimization platform for blood products and other biologics.
Completion of the transaction is subject to approval of Biolog-id’s and GGAA’s shareholders and the satisfaction or waiver of certain other closing conditions.
Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed by GGAA with the SEC and will be available at the SEC’s website at www.sec.gov. In addition, as described below, Biolog-id and Genesis intend to file a registration statement on Form F-4 with the SEC, which will include a proxy statement for GGAA and a prospectus for Biolog-id, and will file other documents regarding the proposed transaction with the SEC.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Charles Russell Speechlys and Carey Olsen are serving as legal counsel to Biolog-id. O’Melveny & Myers LLP, Allen & Overy LLP and Conyers Dill & Pearman LLP are serving as legal counsel to Genesis Growth Tech Acquisition Corp.
Biolog-id designs, deploys and supports integrated traceability solutions, including hardware, real-time data collection, visualization and data analysis, based on radio frequency identification, or RFID, technology, to handle sensitive health products. Biolog-id uses high frequency RFID technology to transform lifesaving and sensitive therapeutic products into connected devices. Its proprietary Biolog Data System (the “BDS”) software module provides configurable, easy-to-view and easy-to-implement dashboards to help healthcare decision-makers manage their operations based on data generated or collected by Biolog-id’s databases. At every stage, healthcare professionals have access to the key indicators of RFID-tagged vital products, through a secure and reliable IT infrastructure that are intended to comply with medical and personal data protection regulations. By connecting healthcare professionals to information they need the most, Biolog-id supports value-chain optimization for sensitive products used in medical treatments, such as labile blood products, plasma for fractionation, injectable chemotherapy and parenteral nutrition. Many medical professionals utilize Biolog-id’s intelligent infrastructure to harness the power of data and analytics, as well as leverage Biolog-id’s expertise in the storage and distribution of high-value and high-impact medical products. Biolog-id currently provides its solutions to customers in the United States, Europe, the Middle East, India and Asia Pacific.
About Genesis Growth Tech Acquisition Corporation
Genesis Growth Tech Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Genesis Growth Tech Acquisition Corp. intends to focus its search for a target in the high growth technology and tech-enabled businesses in Europe, Israel, the United Arab Emirates and the United States in the consumer internet and software industries.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements reflect Biolog-id’s or GGAA’s current expectations or beliefs concerning future events and actual events may differ materially from current expectations. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside GGAA’s and Biolog-id’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any event, change, or other circumstances that could give rise to the termination of the BCA; the amount of any redemption requests made by GGAA’s public shareholders; the outcome of any legal proceedings that may be instituted against GGAA and Biolog-id following the announcement of the BCA and the transactions contemplated therein; the inability to complete the proposed Business Combination, including due to failure of Biolog-id to exercise the Option or to obtain the approval of GGAA’s shareholders and warrantholders (with respect to certain warrant amendments and warrant conversions) and Biolog-id’s shareholders, certain regulatory approvals, or satisfy other conditions to closing in the BCA, including the satisfaction of the minimum cash condition follow redemptions by GGAA’s public shareholders; the impact of COVID-19 on Biolog-id’s business and/or the ability of the parties to complete the proposed Business Combination; the inability to obtain or maintain the listing of Biolog-id’s ADSs on Nasdaq following the proposed Business Combination; the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; Biolog-id’s ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably; the commercial success of Biolog-id’s solutions and ability to attain significant market acceptance; continued growth of the data and analytics market and Biolog-id’s ability to expand into broader segments of the addressable market; Biolog-id’s ability to penetrate foreign markets and promote its solutions; Biolog’s ability to grow new and maintain existing relationships with customers; continued development of patented technology and protection of these intellectual property rights; the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital of Biolog-id; Biolog-id’s cash flow provided by operating activities; Biolog-id’s dependence on key management personnel and executive officers; supply chain issues and other risks and uncertainties indicated from time to time in the proxy statement of GGAA and prospectus of Biolog-id relating to the proposed Business Combination, including those under “Risk Factors” therein, and in GGAA’s other filings with the SEC. GGAA and Biolog-id caution that the foregoing list of factors is not exclusive. GGAA and Biolog-id caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. GGAA and Biolog-id do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
Important Information and Where to Find It
In connection with the proposed business combination, if Biolog-id exercises the Option under the MoU, Biolog-id intends to file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form F-4, including a proxy statement of GGAA and prospectus of Biolog-id. GGAA’s shareholders and public warrantholders and other interested persons are advised to read, when available, the proxy statement of GGAA and prospectus of Biolog-id and the amendments thereto, as well as other documents filed with the SEC in connection with the proposed merger and the warrant amendment proposal to effect the warrant conversion, as these materials will contain important information about the businesses of Biolog-id and GGAA, the proposed merger and the warrant amendment proposal to effect the warrant conversion. When available, the proxy statement of GGAA and prospectus of Biolog-id and other relevant materials for the proposed merger and the related warrant amendment proposal will be mailed to all GGAA shareholders and public warrantholders. GGAA shareholders and public warrantholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by visiting the Genesis website at https://www.genesisgrowthtechspac.com/filings.
Participants in the Solicitation
GGAA, Biolog-id and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from GGAA’s shareholders and public warrantholders with respect to the proposed merger and warrant amendment proposal (if the Option under the MoU is exercised). A list of the names of those directors and executive officers and a description of their interests in GGAA and/or the proposed merger will be included in the proxy statement of GGAA/prospectus of Biolog-id for the proposed merger and warrant amendment proposal when available. The definitive proxy statement of GGAA will be mailed to GGAA’s shareholders and public warrantholders as of a record date to be established for voting on the proposed merger and Warrant Amendment Proposal when it becomes available. A free copy of the proxy statement of GGAA, as well as other filings containing information about GGAA, can be found at www.sec.gov or by directing a request to GGAA or Biolog-ID.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GGAA, the combined company or Biolog-id, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Company URL: www.biolog-id.com
Media Contact: Diane Muller, Diane.Muller@biolog-id.com
Biolog-id Investor Contact: Steven Halper, email@example.com
Genesis Growth Tech Acquisition Corp. Contact: Eyal Perez, Chairman & CEO, Genesis Growth Tech Acquisition Corp., firstname.lastname@example.org