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Rosetta Genomics Dispute With Genoptix Places Pending Merger in Jeopardy

NEW YORK (GenomeWeb) – Rosetta Genomics said today that its previously announced merger with Genoptix may not occur due to a dispute between the companies.

If the transaction is not completed by the end of the day, Rosetta said it intends to file for bankruptcy protection in the US and Israel where it maintains operations.

In late 2017, Genoptix agreed to acquire Rosetta for $10 million in cash, but the deal was scuttled earlier this year after failing to generate enough support from Rosetta's shareholders. Shortly thereafter, the companies signed a new merger agreement — which valued Rosetta at $9 million — that was ultimately approved by Rosetta's shareholders.

While that new deal was supposed to close on May 27, Rosetta disclosed today that Genoptix has "refused to provide assurances that it intends to complete the transaction" due to an undisclosed "material adverse effect" affecting Rosetta, as well as breaches of representations and warranties.

These issues would eliminate Genoptix's obligation to complete the merger, though Rosetta said it disputes them.