Additional Proxy Soliciting Materials (definitive) (defa14a)
01 November 2017 - 12:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. _____)
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
|
Preliminary
Proxy Statement
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
[ ]
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Definitive
Proxy Statement
|
[X]
|
Definitive
Additional Materials
|
[ ]
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Soliciting
Material Pursuant to ss. 240.14a-12
|
CombiMatrix
Corporation
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
|
No
fee required.
|
[ ]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
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(1)
|
Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
|
[ ]
|
Fee
paid previously with preliminary materials.
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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|
(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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October
30, 2017
Dear
CombiMatrix Stockholders,
You
recently received proxy materials in connection with the Special Meeting of Stockholders of CombiMatrix Corporation to be held
on November 10, 2017. According to our latest records, your
PROXY VOTE
for this meeting
HAS NOT YET BEEN RECEIVED
.
CombiMatrix
Corporation and Invitae Corporation have entered into an Agreement and Plan of Merger and Reorganization. At the CombiMatrix Special
Meeting, you are being asked to approve the Merger, an advisory vote on specified compensation that may be paid to CombiMatrix’s
named executive officers in connection with the Merger and a proposal to approve the possible adjournment of the Special Meeting
in order to solicit additional proxies. Each of these proposals is described in the proxy statement/prospectus you recently received.
It is extremely important that CombiMatrix stockholders vote in favor of all proposals.
Reasons
for the Merger
The
CombiMatrix board of directors believes that the businesses of CombiMatrix and Invitae are complementary and that the combination
of Invitae’s scale, technology and expertise with CombiMatrix’s product offering, human capital and sales channels
provides a compelling strategic opportunity to enhance value for CombiMatrix stockholders.
What
You Will Receive in the Merger
Upon
closing of the Merger, you will receive shares of Invitae common stock based upon the Exchange Ratio calculated pursuant to the
terms of the Merger Agreement. It is currently anticipated that you will receive between approximately 0.925 and 0.855 shares
of Invitae common stock for each share of CombiMatrix common stock you own.
The
value of the shares of Invitae common stock you will receive will fluctuate between the date of the proxy statement/prospectus
and the completion of the Merger based upon the market value of Invitae common stock. In addition, the Exchange Ratio is subject
to adjustment prior to closing of the Merger, including to account for (i) the issuance of any additional shares of CombiMatrix
common stock prior to the consummation of the Merger, (ii) CombiMatrix’s net cash at the effective time of the Merger and
(iii) the number of CombiMatrix Series F warrants exchanged in the Warrant Exchange Offer being conducted in connection with the
Merger, assumed by Invitae, or exercised prior to the closing of the Merger.
What
You Need to Do Now
To
Vote with A Live Operator
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Please
call our proxy solicitor Advantage Proxy toll free at 1-877-870-8565 or collect at 1-206-870-8565.
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To
Vote by Internet or Telephone
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Please
follow the instructions on your proxy card or voting instruction form. You will need your control number which is located
in the box next to the arrow on the proxy card or voting instruction form.
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To
Vote by Mail
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Please
vote, sign and mail your proxy card in the envelope provided.
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Thank
you in advance for your support.
Mark
McDonough
President,
Chief Executive Officer, and Director
Combimatrix Corp. (MM) (NASDAQ:CBMX)
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