Under the terms of the LOI, upon execution of definitive merger agreements, Avant shall issue to Amarantus 80 million shares of common stock of Avant Diagnostics, representing approximately 45% of Avant's post-merger common stock, and 10 million additional shares of common stock upon achievement of certain sales milestones. Amarantus shall have the right to appoint two directors to the Avant Board of Directors, and will assist Avant in bolstering its product development and commercialization resources to accelerate the further development of the combined company's product pipeline. The transaction is expected to be finalized in the second quarter of 2016, and is subject to customary closing conditions.
The proposed merger will create the opportunity to progress highly valuable diagnostic assets in the areas of oncology and neurology. The combined assets have as their common element the potential to provide early and actionable information to physicians and researchers by harnessing the power of biomarkers based in the immune system in disease areas that previously yielded results of limited value. Bringing these assays to market in a standalone diagnostics-focused entity has the potential to improve the practice of medicine by providing new proprietary diagnosis and monitoring tools for oncologists and neurologists:
1. Avant Diagnostics' OvaDx® immuno-oncology diagnostic assay is a protein-based test, potentially representing a significant improvement in the screening and diagnosis for ovarian cancer. OvaDx offers the possibility to make a clear improvement to the current diagnostic standard that generates over $2B in sales annually by substantially improving the accuracy of diagnosis, and allowing for a more effective therapeutic triaging and intervention strategy. Longer term, the assay could become a much-needed early screening tool for all women as part of a standard screening paradigm. It is estimated that the market opportunity for OvaDx is $50M annually as a diagnostic test for ovarian cancer, and this opportunity would expand to over $2B annually if it were to be approved as a generalized screening and/or monitoring tool.
2. Amarantus Diagnostics' MSPrecise® neuroimmunology-based next-gen sequencing diagnostic assay for multiple sclerosis (MS) offers a potentially highly accurate and actionable result that will substantially improve upon the high mis-diagnosis rate of this degenerative disease. Improving the diagnostic accuracy rate in MS will be a key driver to more effective therapeutic strategies that will reduce costs for payers and improve outcomes for patients. The potential market opportunity for MSPrecise as a diagnostic for multiple sclerosis is over $200M annually, and could increase to over $1B if it were to be approved as a monitoring tool to measure the efficacy of drug treatment over time.
3. Amarantus Diagnostics' LymPro Test® neuroimmunology-based flow cytometry assay for Alzheimer's disease (AD), offers an early, accurate, and scalable diagnostic result for physicians seeking to provide the best information and treatment plan for patients from the earliest stages of this devastating disease. AD diagnosis is another indication, along with MS, that suffers from a high misdiagnosis rate. AD costs the US healthcare system approximately $200B in direct costs per year, and these costs are expected to exceed $1.2T by 2050. The estimated market opportunity for LymPro is over $100M annually in a CLIA-diagnostic setting, and this opportunity would expand to over $3B if it were to be approved as a generalized screening test for patients at their initial Medicare enrollment visit and monitoring tool for at-risk patients. LymPro is already being made available to the AD research and development community under an Investigational Use Only (IUO) designation via a services agreement between Amarantus and Icon Central Laboratories.
"After exploring numerous avenues for implementing Avant's OvaDx® development and commercialization strategy, it is clear that combining Avant's and Amarantus' diagnostic assets and core competencies forms a platform that provides maximum value to our collective shareholders," said Gregg Linn, President & CEO of Avant. "The collective diagnostic assets will create a truly unique opportunity to implement our respective missions of saving and enhancing lives through early detection of disease in oncology and neurology. The combined companies will enjoy additional benefits by creating a compelling platform to showcase the power diagnostics have to reduce costs and improve outcomes in the healthcare system."
"We are extremely pleased to have found the appropriate partner with whom to merge our diagnostics business unit," said Gerald E. Commissiong, President & CEO of Amarantus. "We believe that combining these state-of-the-art technologies with a deep understanding of chronic disease rooted in immunology will produce a world-class diversified immuno-oncology and neuroimmunology focused diagnostics company able to deliver actionable information to physicians seeking to provide the most tailored treatment options for patients, while also assisting the research community in developing new medicines for these devastating disorders."
Concurrent with this announcement, Amarantus Diagnostics has entered into an agreement with a Maryland-based CLIA laboratory to house its assays in preparation for CLIA-enabling validation studies. Upon closing of the merger transaction, Avant Diagnostics will take over this agreement and be positioned to complete the development of OvaDx in that CLIA-certified facility.