Anticipated Cash Resources to be used to Advance Biolog-id Value Chain Optimization Platform for Blood Products and other Biologics
Bernay And Nidwalden (GLOBE NEWSWIRE) - Biolog-id, a digital health solution provider focusing on value-chain optimization, and Genesis Growth Tech Acquisition Corp., 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.
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