Invitae Corporation (NYSE:NVTA) entered into a definitive merger agreement to acquire CombiMatrix Corporation (NasdaqCM:CBMX) for $25 million on July 31, 2017. Invitae Corporation signed a confidentiality agreement with CombiMatrix Corporation on May 6, 2016. Invitae will acquire CombiMatrix in an all-stock merger, whereby Invitae will acquire all the securities of CombiMatrix. The consideration is payable to the holders of common shares outstanding, outstanding convertible Series F preferred stock, restricted stock units and in-the-money options. As of November 15, 2017, Invitae issued shares of its common stock to CombiMatrix's common stockholders, at an exchange ratio of 0.8692 of a share of Invitae common stock (the "Merger Exchange Ratio") for each share of CombiMatrix common stock outstanding, CombiMatrix's Series F preferred stockholders, at the Merger Exchange Ratio for each share of CombiMatrix common stock underlying Series F preferred stock outstanding, (iii) holders of outstanding and unexercised in-the-money CombiMatrix stock options and (iv) holders of outstanding and unsettled CombiMatrix restricted stock units, and converted into the right to receive a number of shares of Invitae common stock adjusted for the Merger Exchange Ratio. As part of the proposed acquisition, the merger agreement contemplates that Invitae will conduct an exchange offer in which holders of CombiMatrix Series F warrants will be offered approximately $6 million in shares of Invitae common stock, based on $2.90 per warrant. All CombiMatrix Series F warrants that are outstanding and unexercised at the closing of the merger will be converted into and become warrants to purchase Invitae common stock, and Invitae will assume each such CombiMatrix Series F warrant in accordance with their terms, with the number of underlying shares and exercise price as adjusted for the Merger Exchange ratio, As of September 13, 2017, pursuant to the exchange offer for warrants, each CombiMatrix Series F Warrant validly tendered and not withdrawn in the exchange offer will be exchanged for a number of shares of Invitae Common Stock equal to 0.3056. On November 13, 2017 CombiMatrix Series F Warrants offer expired, minimum tender of 90% was not achieved in the exchange offer, Invitae did not accept any of the CombiMatrix Series F warrants that were tendered prior to the expiration date. Accordingly, any CombiMatrix Series F warrants that were tendered will be promptly returned to the holder by the exchange agent. The consideration is subject to certain adjustments based on a closing “net cash” calculation. CombiMatrix will operate as a wholly owned subsidiary of Invitae. In the event of termination, CombiMatrix will be obligated to pay a termination fee of $1.4 million. The deal is conditioned upon, among other things, approval by CombiMatrix's stockholders, governmental and regulatory approvals, listing of new shares, execution of consulting agreements with each of Mark McDonough (CombiMatrix’s President and Chief Executive Officer) and Scott Burell (CombiMatrix’s Chief Financial Officer), consent or waiver from the lender i.e. Oxford Capital, LLC, resignation of the officers and directors of CombiMatrix, repurchase of warrants, effectiveness of registration statements on Form S-4 to be filed by Invitae in connection with the issuance of the merger consideration and the warrant exchange offer, the expiration or termination of any waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The warrant exchange offer requires at least 90% participation from the warrant holders. The merger has been unanimously approved by Board of Directors of Invitae and CombiMatrix. The special meeting of stockholders of CombiMatrix will be held on November 10, 2017 to approve the transaction. As on September 25, 2017, CombiMatrix entered into a Marketing and Laboratory Services Agreement with Invitae. Pursuant to the terms of the Marketing Agreement, Invitae will promote and market certain CMDX diagnostic tests, including miscarriage analysis tests, to physicians and other healthcare providers in the same channels in which Invitae markets its own diagnostic tests. Invitae will also coordinate logistics, customer service and support for the tests. As on November 10, 2017, the transaction was approved by the shareholders of CombiMatrix. The proposed merger is expected to close in the fourth quarter of 2017. On October 5, 2017, the SEC declared effective Invitae’s registration statement on Form S-4. Torreya Partners LLC acted as exclusive financial advisor and also provided a fairness opinion to the Board of Directors of CombiMatrix. Parker A. Schweich of Stradling Yocca Carlson & Rauth P.C. acted as legal advisor to CombiMatrix. Jody Cain of LHA Investor Relations acted as public relations advisor to CombiMatrix in the transaction. Mike Hird and Patty M. DeGaetano of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors to Invitae. American Stock Transfer & Trust Company, LLC acted as exchange agent to Invitae. Advantage Proxy, LLC acted as information agent to Invitae in the transaction. BNY Mellon Investor Services provided its services in relation to the merger. Torreya Partners will receive a fee of $0.6 million for the services rendered as part of the transaction. Invitae Corporation (NYSE:NVTA) completed the acquisition of CombiMatrix Corporation (NasdaqCM:CBMX) on November 14, 2017.