Myriad Genetics, Inc., a leader in molecular diagnostics and personalised medicine, has signed a definitive agreement to acquire Counsyl, a pioneer in expanded carrier screening and non-invasive prenatal screening for $375 million through a combination of cash and Myriad common stock. Counsyl has experienced rapid growth since being founded in 2007, and in the last twelve months alone has generated more than $134 million in revenue and performed over 280,000 reproductive genetic tests.
On completion of the transaction, which is expected to close in Myriad's fiscal first-quarter 2019, Counsyl will become a wholly owned subsidiary of Myriad.
"By offering Counsyl's best-in-class reproductive testing products in conjunction with Myriad's leading hereditary cancer tests, we are well positioned to be the premier women's health genetic testing company," said Mark C. Capone, president and CEO of Myriad Genetics. "The Counsyl management team has a remarkable track record of success, and combining our commercial capabilities will lead to a three-fold increase in physician reach for Counsyl's reproductive tests."
"We are excited to be joining the global leader in personalised medicine to create the largest women's health genetic testing company in the world," said Ramji Srinivasan, CEO of Counsyl. "As our physicians increasingly look for a single source of genetic testing, we can leverage our collective strengths to provide the highest quality genetic tests with a seamless customer experience."
Entry Into High-Growth Reproductive Testing Market: Myriad estimates that approximately 900,000 carrier screening tests and approximately 1.3 million non-invasive prenatal screening tests will be performed in the United States during its fiscal year 2018. The company believes these markets will grow at a double-digit rate with approximately 3.5 million total reproductive genetic tests performed in the United States in fiscal year 2023, representing a market of more than $1.5 billion.
Comprehensive Women's Health Product Offering: Counsyl is the market leader in expanded carrier screening with its Foresight test which covers more than 175 clinically actionable conditions with high accuracy across ethnicities (greater than 99.99% for most genes on the panel) and the highest detection rate of any commercially available test on the market. In the non-invasive prenatal screening market, Counsyl has been rapidly gaining market share with its Prelude test which has the lowest inconclusive rate of any product on the market. Offering these tests in conjunction with Myriad's leading hereditary cancer test provides a single source of genetic tests for the 40,000 physicians in the women's health market.
Broad Reimbursement Coverage with Potential for Further Expansion: Counsyl reproductive genetic tests are broadly covered by commercial insurance in the United States with the potential for expanding reimbursement for both Foresight and Prelude. In the expanded carrier screening market, the American College of Obstetricians and Gynecologists recently broadened their professional guidelines and a new category one current procedural terminology (CPT) code was established for a more comprehensive panel of genes. Additionally, in the non-invasive prenatal screening market, reimbursement could benefit from expanded commercial coverage for average-risk women, expanded Medicaid coverage and reimbursement for microdeletions.
Potential for Revenue Synergies by Tripling Reproductive Testing Reach: Currently, Myriad has a women's health sales force of approximately 225 sales representatives and Counsyl has approximately 80 sales professionals. The combined team will represent the largest women's health sales force in molecular diagnostics and will provide a three-fold increase in physician reach for reproductive testing.
Potential for Cost Synergies and to Expanded Capabilities throughout the Enterprise: The integration of the two companies will provide opportunities to drive efficiencies and leverage the unique capabilities within each company. For example, Counsyl has developed innovative patient-centric software tools and electronic medical record integration that can be leveraged across the entire portfolio of Myriad products.
Myriad intends to fund the transaction through cash on hand, an existing revolving credit facility and the issuance of common stock. The transaction was valued at $375 million in cash with shareholders having the right to receive up to 25 per cent of that consideration in Myriad common stock based on a trailing 30 day average share price. The number of shares delivered to former Counsyl shareholders will not exceed 3 million shares. At the end of the fiscal third quarter, Myriad had cash and cash equivalents of $209 million and $231 million in availability on its revolving credit facility. The transaction is expected to close in the fiscal first-quarter 2019 and is subject to customary closing conditions and regulatory approvals.
Lazard is acting as the exclusive financial advisor to Myriad Genetics and Mintz Levin Cohn Ferris Glovsky and Popeo PC is serving as legal counsel. Piper Jaffray is acting as the exclusive financial advisor to Counsyl and Cooley LLP is serving as legal counsel.