Oracle Healthcare Acquisition Corp · OTC:OHAQ
Oracle Healthcare Acquisition — Precision Therapeutics — SPAC Merger (January 2008)
39 slides from Oracle Healthcare Acquisition's SPAC merger presentation, Jan 7, 2008
Slide 1: Investor Presentation
Exhibit 99.1 Investor Presentation CONFIDENTIAL 1
Slide 2: Safe Harbor Statement
Safe Harbor Statement This presentationmay contain statements that are not historical facts and are considered “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of the terms: “expect(s),” “intend
Slide 3: Precision Therapeutics, Inc.
Precision Therapeutics, Inc. We are a personalized medicine company dedicated to assisting physicians in optimizing cancer therapy for their patients The Challenge Less than one in four patients benefits from chemotherapy Responses are inconsistent from one patient to another Physicians are faced wi
Slide 4: Company Highlights
Company Highlights Breakthrough technology platform Significant market opportunity Strong clinical validation Clear revenue growth path Experienced management team CONFIDENTIAL 4
Slide 5: Precision Therapeutics' ChemoFx
Precisi n Therapeutics’ ChemoFx Sci ——.
Slide 6: Chemotherapy Involves Costly Choices
Chemotherapy Involves Costly Choices Physicians are faced with an increasing number of options Response to chemotherapy is inconsistent from one patient to another Ineffective therapies dramatically impact patients’ lives and prognoses Costs of chemotherapy are substantial Example: Recurrent Ovarian
Slide 7: ChemoFx Helps Select Optimal Therapy
ChemoFx Helps Select Optimal Therapy Utilizes patients’ own living tumor cells from surgery or biopsy; integrates the effects of protein, genes, and unknown factors Drug C Test is available for solid tumor types Tests drugs or combinations selected by the physician on the malignant cells Leads to mo
Slide 8: ChemoFx Process
ChemoFx Process Isolate and Enrich Tumor Cell Population Challenge Cells with Chemotherapy Control Well Treated Well Sample Dose Curve 1.25 1.00 0.75 0.50 0.25 0.00 0 1 2 3 4 5 6 7 8 9 10 Doses Enumerate Surviving Cells Interpret Results CONFIDENTIAL 8
Slide 9: Different Patients Respond Differently
Different Patients Respond Differently Multiple Patients’ Response Curves 1.25 Gemcitabine 1.00 0.75 0.50 0.25 0.00 0 1 2 3 4 5 6 7 8 9 10 Doses CONFIDENTIAL 9
Slide 10: Personalized and Actionable Results
Personalized and Actionable Results Straight-forward information for physicians CONFIDENTIAL 10
Slide 11: ChemoFx Predicts Patient Response
ChemoFx Predicts Patient Response Current Clinical Evidence 5 studies completed – Total n of 450 Patients treated with a drug reported as responsive experienced a median progression-free interval approximately 3 times longer than patients treated with a drug reported as non- responsive. Ovarian Canc
Slide 12: Current Clinical Evidence
Current Clinical Evidence 135 patient subset of 256 ovarian and peritoneal cancer patients Gallion et al; IntJ Approximately 3X longer PFI for patients treated with drugs classified Gynecol Cancer 2006 as responsive vs. non-responsive (p<0.01) Heinzman, et al; Cell culture process produced average i
Slide 13: Strong IP on ChemoFx Through 2026
Strong IP on ChemoFx Through 2026 Process Step Protection Proprietary method to isolate and enrich tumor cell population; Isolate Tumor Cells 30–50x less tissue required Proprietary in vitro method to encompass therapeutically Treat with Drugs relevant dose range Proprietary process directly counts
Slide 14: Reimbursement: A Success Story
Reimbursement: A Success Story We offer ChemoFx at a list price of $450 per drug or combo Average invoiced price is approximately $3,300 Medicare Prospectively pays for gynecologic cancers upon initial claim submission, since 2Q06 Commercial reimbursement Over 425 private payors have paid on a case-
Slide 15: Making a Long Sought-After Solution Viable
Making a Long Sought-After Solution Viable Earlier Generation Attributes Tests ChemoFx Clinical Utility Measures sensitivity and resistance Increases successful outcomes for patients Commercial Viability Automated and scaleable Small tumor size requirement Clinical Validation Validated in clinical s
Slide 16: Market
Precisi sn Therapeutics” Market ——.
Slide 17: Broad Market Opportunity
Broad Market Opportunity Solid tumor cancers treated with chemotherapy in which: Multiple standards of care exist, or no standard exists Choice of chemotherapy regimen is not clear- common situation in metastatic, recurrent cancers Annual Market Opportunity (dollars in millions) ChemoFx has been use
Slide 18: Strategy
Strategy CONFIDENTIAL 18
Slide 19: Corporate Strategy
Corporate Strategy Establishing ChemoFx as a Standard of Care Drive market adoption via direct sales Demonstrate value in clinical studies Invest in technology to enhance product offering Achieve broad-based coverage from payors CONFIDENTIAL 19
Slide 20: Drive Market Adoption via Direct Sales
Drive Market Adoption via Direct Sales 450 20 Initial sales focus on Billed Tests gynecologic oncologists 400 Sales Reps 18 Establish presence within 350 16 hospitals 14 300 Develop relationships with Sales Force 12 pathology and operating room 250 Established staffs 10 200 Expand presence in additi
Slide 21: Demonstrate Value in Clinical Studies
Demonstrate Value in Clinical Studies Clinical Studies Strategy Expand into additional tumor types Partner with large cooperative groups US Oncology, NSABP, Yale University, U.S. Department of Defense Launch additional investigator initiated studies Studies in Progress Four studies in ovarian and br
Slide 22: Clinical Studies in the Field
Clinical Studies in the Field Ovarian cancer Yale and various other sites prospective trial: Progression-free survival and response endpoints PT-301 Physicians blinded to assay results Breast cancer US Oncology Research - 34 patients prospective trial: ChemoFx embedded in clinical trial of new chemo
Slide 23: Invest in Technology to Enhance Product Offering
Invest in Technology to Enhance Product Offering Extending the ChemoFx Platform Genomic Markers Targeted Therapies/Biologics >30 Tumor ChemoFx Additional Types Chemos CONFIDENTIAL 23
Slide 24: Achieve Broad-based Coverage from Payors
Achieve Broad-based Coverage from Payors First Medicare appeals victory Secured PPO contracts at favorable rates Invest in managed care infrastructure Reimbursed by >100 payors on a case-by- Addition of reimbursement directors case basis Increase sophistication of billing and appeals process Second
Slide 25: Regulatory Environment
Regulatory Environment Regulatory Situation PTI Plan Short Regulated by CLIA Prepare for regulation Term Process tests from all Internal controls 50 states Clinical studies Potential FDA regulation Leverage assets and opportunities Long Term Transition period provided Clinical studies already in fie
Slide 26: Management Team
Management Team Sean McDonald David Heilman Sharon Kim President and CEO CFO V.P., Business Development 17 years experience leading 27 Years of financial experience with 17 years in business development healthcare companies. Founder of GNC Corp. and First Westinghouse and healthcare consulting at Ca
Slide 27: Board of Directors
Board of Directors Joel Adams Rich Kollender Per Lofberg PTI Director since 2003 PTI Director since 2006 Oracle Director since 2005 Founder, President and Managing Principal and partner of Quaker President and CEO of Merck Capital General Partner of Adams Capital BioVentures; C.P.A. and Member of Ve
Slide 28: Financial Overview & Valuation
Financial Overview & Valuation CONFIDENTIAL 28
Slide 29: Attractive Financial Model
Attractive Financial Model Significant revenue growth Attractive gross margins Strong operating leverage Not capital intensive Transaction Summary CONFIDENTIAL 29
Slide 30: Summary of Historical Financials
Summary of Historical Financials Years ended December 31, Nine months ended September 30, 2006 2007 2004 2005 2006 (unaudited) (unaudited) (In thousands, except for numbers of tests and per test amounts) Number of tests billed…………………………. 406 285 483 260 977 Average net revenue per test billed…….....
Slide 31: Projected Financials for PTI
Projected Financials for PTI PTI Projected Revenue ($ Millions)(1) PTI Projected EBITDA ($ Millions)(1) 140 40 120 121.8 30 113% CAGR 100 20 80 83.6 10 7.9 32.4 60 0 (32.9) (20.9) -10 40 40.9 -20 20 12.6 -30 0 -40 2008 2009 2010 2011 2008 2009 2010 2011 (1) Projections utilized the following assumpt
Slide 32: Selected Pro Forma Condensed Combined Balance Sheet Data
Selected Pro Forma Condensed Combined Balance Sheet Data September 30, 2007 Assuming Assuming Maximum Minimum Approval(1) Approval(2) (In thousands) Cash and cash equivalents……………………................ $132,386 $108,987 Working capital…………………………………................ 126,322 102,923 Total assets…………………………
Slide 33: Transaction Summary
Transaction Summary OHAC is a special purpose acquisition corporation (SPAC) formed in September 2005 Oracle March 8, 2006: Raised $113.5M (net) in its IPO Healthcare – 15M units (1 common share + 1 warrant @ $6.00/share) Acquisition – 3.75M common shares and 833,334 warrants held by founders Corpor
Slide 34: Offering Summary
Offering Summary 19.0M shares of Oracle common stock issued for all outstanding PTI shares Base Consideration 4.6M shares reserved for issuance upon exercising of outstanding warrants and options 4.25M upon achievement of one of the following after the closing: Trailing 12 month net revenues of at l
Slide 35: Transaction Terms
Transaction Terms Date of Definitive Agreement: December 3, 2007 Market Capitalization: Pro forma capitalization will include: Current Shares Oracle Shares Issued Reserved for Post Merger Fully- Oracle Share Post Merger Shares for PTI Common PTI Options Diluted Price Market Outstanding (1) Stock (2)
Slide 36: Rationale for Oracle Healthcare-PTI Merger
Rationale for Oracle Healthcare-PTI Merger PTI operates in large and growing markets with significant opportunities for accelerated expansion ChemoFx can be an important tool in selecting the proper chemotherapy Well capitalized PTI will be better positioned to compete in the rapidly emerging person
Slide 37: Pro Forma Ownership
Pro Forma Ownership Assuming No Exercise of Assuming Full Exercise of Oracle or PTI Warrants Oracle or PTI Warrants Oracle Public Oracle Public Shareholders Shareholders PTI Common 39.7% PTI Common 51.6% Shareholders Shareholders 50.4% 40.5% SPAC Founders Shares SPAC Founders Shares 9.9% 7.9% Note:
Slide 38: Molecular Diagnostics Composite Index outperformed the broader markets
Over the last two years, the Molecular Diagnostics Composite Index meaningfully outperformed the broader markets 2yr. Relative Price Performance 280 260 240 220 200 180 160 140 120 100 80 1/5/2006 3/5/2006 5/5/2006 7/5/2006 9/5/2006 11/5/2006 1/5/2007 3/5/2007 5/5/2007 7/5/2007 9/5/2007 11/5/2007 %
Slide 39: Company Highlights
Company Highlights Breakthrough technology platform Significant market opportunity Strong clinical validation Clear revenue growth path Experienced management team CONFIDENTIAL 39