Corporate Banner
Satellite Banner
Technology
Networks
Scientific Communities
 
Become a Member | Sign in
Home>News>This Article
  News
Return

SCT Announces Agreement with Trillium for Merger

Published: Wednesday, February 06, 2013
Last Updated: Wednesday, February 06, 2013
Bookmark and Share
Continuing Stem Cell Therapeutics' commitment to expansion.

Stem Cell Therapeutics Corp. has announced the execution of a Letter of Agreement with Trillium Therapeutics Inc. of Toronto, under which Trillium would be merged into Stem Cell Therapeutics Corp. by way of a three-cornered amalgamation or plan of arrangement with a newly-created SCT subsidiary.

In addition, SCT announces that its Board of Directors has authorized the implementation of a share consolidation approved by its shareholders at the special meeting held on December 20, 2012 at a ratio of 1 post-consolidation common share for 10 pre-consolidation common shares.

Proposed Merger

Trillium specializes in immunotherapy and cancer stem cell research, with a particular focus on blocking the negative pathways that malignant cells exploit to suppress anti-tumor responses.

Trillium is developing TTI-621, a novel SIRPaFc fusion protein that targets CD47, augmenting the ability of the immune system to destroy cancer stem cells.

The project originated from leading researchers in the field, including Drs. John Dick and Jean Wang of the University Health Network and Dr. Jayne Danska of the Hospital for Sick Children, all of Toronto.

TTI-621, which is expected to enter formal IND-enabling studies in the second quarter of 2013, is being developed initially as a treatment for acute myeloid leukemia (AML), with potential applications in other hematological and solid tumours.

Trillium's preclinical cancer immunotherapy pipeline also includes a fully human CD200-specific monoclonal antibody which is also ready to enter formal IND-enabling studies.

In addition to its preclinical portfolio, Trillium is conducting a clinical trial in patients with interstitial cystitis, a chronic and painful bladder disease. Results from this trial are expected in mid-2013.

"The proposed merger of Trillium and SCT would create Canada's only public company advancing cancer stem cell technologies," said David Allan, the Executive Chairman of SCT.

Allan continued, "With a combined pipeline containing both TTI-621 and the Tigecycline small-molecule program, which SCT recently optioned from the University Health Network, the resulting entity will be well positioned as a global contender in the cancer stem cell field."

It is intended that all Trillium executives and staff will remain with the resulting entity. The current CEO of Trillium, Dr. Niclas Stiernholm, will become the CEO of SCT, Dr. Robert Uger, Chief Scientific Officer, Dr. Penka Petrova, Vice President, Drug Development and Mr. James Parsons, CFO.

Upon closing of the transaction, Dr. Michael Moore, Trillium's long-serving Chairman and veteran biotechnology executive, will join the Board of Directors of SCT.

Following a career at the London Stock Exchange-listed biotechnology company, Xenova Group plc, in 2003 Dr. Moore was appointed Chief Executive Officer of then newly-formed Piramed Limited, which was sold to Roche five years later for $160 million.

As a result of these permanent management appointments the executive services provided by Drs. Albert Agro and Bev Incledon, as an interim measure through their company Concept 2 Clinic Inc., will cease as of closing of the proposed merger.

It is contemplated that the Board of SCT post-merger will consist of Mr. David Allan, Dr. James DeMesa, Dr. Henry Friesen, Mr. Dean Peterson, Dr. Calvin Stiller and Dr. Niclas Stiernholm, all current board members of the Corporation, together with Dr. Michael Moore.

"This transaction will allow the companies' combined assets to gain access to the capital required for their proper development in order to transform them, over time, into valuable new treatments," commented Dr. Stiernholm.

Dr. Stiernholm continued, "My colleagues and I are excited about the upcoming creation of a much needed commercial vehicle for Canada's world class cancer stem cell discoveries. Although a formidable challenge for a company of any size, by building on the strength of our own capabilities, our existing links to several of Ontario's leading cancer research organizations, and our global industry network, we believe we have a real opportunity to make a difference in the future treatment of cancer."

Pursuant to the Letter of Agreement, the security holders of Trillium will receive, on closing of the transaction, an aggregate consideration of $2,850,000. This consideration is comprised of $1.2 million in cash and $1.65 million in SCT common shares, at a deemed price per share not lower than the post-consolidation Discounted Market Price (as per the policies of the TSXV) at the time of this announcement.

SCT and Trillium intend to close the transaction in the first half of 2013, subject to customary closing conditions, including corporate and regulatory approvals, as well as securing the additional financing required to conclude the proposed merger and to advance the SCT development programs.

The latter will be done through a public offering of securities for an amount of $2.5 million to be priced based on market conditions. There can be no assurance that the proposed merger with Trillium will be completed as proposed, or at all.

The proposed merger is an arm's-length transaction and will not result in a change of control of SCT or the creation of a new control person (as defined in TSX-V policies).

All matters of the formation, negotiation and conclusion of the planned merger are being managed by a Special Committee of each of SCT and Trillium.

Dr. Niclas Stiernholm, the CEO of Trillium, is a Director of SCT and in recognition of these relationships, the Trillium Board engaged an independent advisor, reporting directly to Trillium's Special Committee, to explore this proposed merger and other transaction options. The principal security holders of Trillium have indicated they will support the proposed merger.

Common Share Consolidation

The Board of Directors of SCT determined to implement, subject to TSX Venture Exchange approval, a share consolidation of the issued and fully paid common shares without par value of SCT on the basis of 1 post-consolidation common share for 10 pre-consolidation common shares as authorized by SCT's shareholders at the special meeting of shareholders held on December 20, 2012.

No fractional shares shall be issued in connection with the consolidation and any fractional shares resulting from the consolidation will be eliminated.

The number of SCT common shares outstanding is 186,619,359. The number of common shares outstanding following the consolidation will be 18,661,936. There will be no name change in conjunction with the share consolidation.

Letters of transmittal with respect to the consolidation will be mailed out to all registered shareholders. All registered shareholders of SCT will be required to send their certificates representing pre-consolidation common shares with a properly executed letter of transmittal to SCT's transfer agent, Computershare Investor Services Inc., in accordance with the instructions provided in the letter of transmittal.

Shareholders who hold their common shares through a broker or other intermediary and do not have common shares registered in their own name will not be required to complete a letter of transmittal.


Further Information

Join For Free

Access to this exclusive content is for Technology Networks Premium members only.

Join Technology Networks Premium for free access to:

  • Exclusive articles
  • Presentations from international conferences
  • Over 3,200+ scientific posters on ePosters
  • More Than 4,700+ scientific videos on LabTube
  • 35 community eNewsletters


Sign In



Forgotten your details? Click Here
If you are not a member you can join here

*Please note: By logging into TechnologyNetworks.com you agree to accept the use of cookies. To find out more about the cookies we use and how to delete them, see our privacy policy.

Related Content

SCT Changes its Name to Trillium Therapeutics Inc.
Company has filed articles of amalgamation to merge with Trillium Therapeutics.
Tuesday, June 03, 2014
SCT to Provide Update on CD47 Program at the 2014 AACR Annual Meeting
Announcing a key difference between SIRPaFc and other CD47-blocking agents.
Friday, April 04, 2014
Stem Cell Therapeutics Strengthens its Board of Directors
Adds US industry veterans with broad financial and clinical expertise.
Tuesday, March 11, 2014
Stem Cell Therapeutics Announces Resignation of Director
Mr. David Allan has resigned from Company’s board of directors.
Thursday, January 30, 2014
Stem Cell Therapeutics Announces Appointment of Dr. Calvin R. Stiller as Chairman
Dr. Stiller has been a member of the Board since July 2011 and served as Lead Director and Chair of the Governance and Nominating Committee.
Thursday, January 30, 2014
Stem Cell Therapeutics Provides Corporate Update
Company provides six-month corporate update.
Monday, January 20, 2014
Stem Cell Therapeutics Completes $33 Million Private Placement
Financing proceeds used to advance the Company’s CD47 cancer stem cell program.
Friday, December 20, 2013
Stem Cell Therapeutics Appoints Dr. Robert Kirkman to its Board of Directors
Provides update on $33 million offering.
Wednesday, December 18, 2013
Stem Cell Therapeutics Receives U.S. Orphan Drug Designation
Company receives drug designation for the use of tigecycline to treat AML.
Friday, November 01, 2013
Stem Cell Therapeutics Acquires Complementary Antibody Program
The company has entered into an option agreement to exclusively license worldwide rights to a panel of fully human monoclonal antibodies targeting the SIRPa protein (CD172a).
Thursday, October 17, 2013
Stem Cell Therapeutics Advances CD47 Antagonist Program into Ind-Enabling Phase
Stem Cell Therapeutics Corp. announced that it has advanced its CD47 antagonist program into an Investigational New Drug (IND) enabling phase.
Monday, September 09, 2013
SCT Acquires an Exclusive Option to License Prostate Cancer Stem Cell Assets
Collaboration with internationally renowned prostate cancer research group.
Monday, August 12, 2013
Stem Cell Therapeutics Acquires an Exclusive Option to License Prostate Cancer Stem Cell Assets
Collaboration with internationally renowned prostate cancer research group.
Monday, August 12, 2013
SCT Licenses Exclusive Rights to Clinical Cancer Stem Cell Program
Corporate refocusing mission completed.
Friday, April 19, 2013
SCT Announces Joint-Venture Agreement with Reneu and Nexgen
Company to move the combined technologies into clinical trials with a target of clinical initiation in 2014.
Wednesday, February 20, 2013
Scientific News
Open Source Seed Initiative – A Welcome Boost to Global Crop Breeding
A team of plant breeders, farmers, non-profit agencies, seed advocates, and policymakers have created the Open Source Seed Initiative.
ASMS 2016: Targeting Mass Spectrometry Tools for the Masses
The expanding application range of MS in life sciences, food, energy, and health sciences research was highlighted at this year's ASMS meeting in San Antonio, Texas.
Implementation Science Approaches to Reduce Mother-to-Child HIV Transmission
The NIH study will investigate best practices to ease major disease burden in Sub-Saharan Africa.
Tough New Hydrogel Hybrid Doesn’t Dry Out
Water-based material could be used to make artificial skin, longer-lasting contact lenses.
New CAR T Cell Therapy Using Double Target Aimed at Solid Tumors
Researchers at Penn University have described how antibody, carbohydrate combination could apply to range of cancer types.
Lasers Carve the Path to Tissue Engineering
A new technique, developed at EPFL, combines microfluidics and lasers to guide cells in 3D space, overcoming major limitations to tissue engineering.
Link Between Canned Food, BPA Exposure Revealed
New Stanford research resolves the debate on the link between canned food and exposure to the hormone-disrupting chemical known as Bisphenol A, or BPA.
Portable Test Rapidly Detects Zika
To better diagnose and track the disease, scientists are now reporting a new $2 test that in the lab can accurately detect low levels of the virus in saliva.
Erasing Unpleasant Memories with a Genetic Switch
Researchers from KU Leuven and the Leibniz Institute for Neurobiology have managed to erase unpleasant memories in mice using a 'genetic switch'.
Unidentified Spectra Detector
New algorithm clusters over 250 million spectra for analysis, such that millions of unidentified peptide sequences can be recognised.
Scroll Up
Scroll Down
Skyscraper Banner

Skyscraper Banner
Go to LabTube
Go to eposters
 
Access to the latest scientific news
Exclusive articles
Upload and share your posters on ePosters
Latest presentations and webinars
View a library of 1,800+ scientific and medical posters
3,200+ scientific and medical posters
A library of 2,500+ scientific videos on LabTube
4,700+ scientific videos
Close
Premium CrownJOIN TECHNOLOGY NETWORKS PREMIUM FOR FREE!