MDxHealth has acquired Oncotype DX GPS Prostate Cancer Business, along with a team of urology sales and marketing professionals from Exact Sciences as per the asset purchase agreement
Belgium-based precision diagnostics company MDxHealth has acquired Genomic Health’s Oncotype DX Genomic Prostate Score (GPS) test in a transaction valued up to $100m.
Genomic Health is a subsidiary of Exact Sciences, a provider of cancer screening and diagnostic tests.
Under the terms of the asset purchase agreement, MDxHealth has acquired Oncotype DX GPS, along with a team of urology sales and marketing professionals from Exact Sciences.
The purchase price of $100m includes a $25m upfront cash payment and a potential issuance of 691,171 American Depositary Shares (ADS) of the company, worth $5m.
In addition, Exact Sciences is eligible to receive up to $70m in milestone payments, with a limit of $30m payable in 2023 and $40m in 2024.
MDxHealth said that the acquisition will further strengthen its position in the precision diagnostics urology market.
MDxHealth CEO Michael McGarrity said: “We are excited to announce this transformational acquisition of Oncotype DX GPS, expanding MDxHealth’s current menu of tests targeted into urology and prostate cancer and reflecting our strategy to generate sustainable growth.
“After discussions with the Exact Sciences team, it became clear to both companies the substantial value we could unlock by adding the Oncotype DX GPS test to MDxHealth’s molecular test menu of Select mdx and Confirm mdx as well as our newly launched advanced molecular test for urinary tract infections (UTIs).
“We look forward to welcoming Exact Sciences’ Oncotype DX GPS prostate commercial team to MDxHealth, increasing our commercial footprint and providing this newly expanded sales team with a broader, highly complementary offering of precision diagnostic tests to better serve our combined customers in urology.”
MDxHealth is a commercial-stage precision diagnostics company that provides actionable molecular diagnostic information to personalise the diagnosis and treatment of cancer.
It has partly funded the acquisition through a $35m loan, and security agreement with an affiliate of the US-based investment advisor and portfolio manager, Innovatus Capital Partners.
The company’s loan from Innovatus replaced its existing €9m debt facility with Kreos Capital.
Furthermore, MDxHealth intends to secure an additional $35m from Innovatus, comprising a $20m term B loan in 2024, and a $15m term C loan in 2025.
Jefferies served as an exclusive financial advisor and Foley Hoag as lead legal counsel to MDxHealth, while Baker McKenzie served as lead legal counsel for the debt facility.
Exact Sciences chairman and CEO Kevin Conroy said: “We believe the MDxHealth team is well positioned to serve patients and customers in the urology space.
“Adding the Oncotype DX GPS test and technology to their comprehensive urology test menu will provide an enhanced experience and more information to help patients and health care providers navigate a prostate cancer diagnosis.”