Tegal Corp. (TGAL: Quote) said it has inked a definitive agreement to acquire CollabRx, Inc., a privately held technology company in the rapidly growing market of interpretive content and data analytics for genomics-based medicine.
The chief executive officers, or CEOs, of the two constituent companies, Thomas Mika of Tegal and James Karis of CollabRx, plan to serve as co-CEOs of the combined, publicly traded company, with headquarters in San Francisco, CA. Tegal entered into an employment agreement with Karis that will become effective at the closing, and he will also be appointed to Tegal's Board of Directors. Tegal will continue to operate under its current name and ticker symbol for the time being, but plans to seek stockholder approval at its upcoming annual meeting in September 2012 for an amendment to its Certificate of Incorporation, changing its corporate name to CollabRx, Inc.
Upon the acquisition's closing, Tegal will issue an aggregate of 236,433 shares of common stock, representing 14% of Tegal's total shares outstanding prior to the closing, to former CollabRx stockholders in exchange for 100% of the capital stock of CollabRx, Inc. Tegal and certain former CollabRx stockholders will enter into a Stockholders Agreement providing for, among other things, registration rights, transfer restrictions and voting and standstill agreements.
In addition, Tegal will assume $500,000 of existing CollabRx indebtedness through the issuance of 5-year promissory notes in substitution for outstanding notes previously issued by CollabRx. Besides, Tegal will grant a total of 368,417 RSUs and options as "inducement grants" to newly hired management and employees, all subject to four-year vesting and other restrictions.
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by RTT Staff Writer
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