Stemcells to Acquire Cell-Based Drug Discovery Platforms and Related Businesses of Stem Cell Sciences
News Mar 05, 2009
Stem Cell Sciences plc has announce that it has entered into a definitive agreement with StemCells, Inc. a publicly traded Delaware corporation, for the sale of the Trading Subsidiaries of the Company and certain ancillary agreements, assets, properties and rights for a maximum total consideration of approximately US$4,849,000.
StemCells will acquire the operating subsidiaries and certain related assets of Stem Cell Sciences (SCS) for 2,650,000 shares of StemCells common stock and approximately $715,000 of waived loan entitlements.
The transaction is subject to customary closing conditions, including the approval of the shareholders of SCS in general meeting.
Members of the SCS Board and other significant stockholders representing over 30% of the SCS shares outstanding have irrevocably agreed to vote in favor of the transaction. Approval by StemCells’ stockholders is not required.
StemCells, which is focused on the discovery and development of tissue-derived cellular products for therapeutic uses, will acquire upon completion of the acquisition:
• Proprietary cell technologies relating to embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells;
• Expertise and infrastructure for providing cell-based assays for drug discovery and screening, including automated robotic production and manipulation of stem and progenitor cells;
• Patented gene insertion technology, with broad utility in drug screening and for applications in cell and gene therapy;
• The SC Proven® media formulation and reagent business, including the iSTEM®, 2i, 3i, Passaid™, HEScGRO™, and EScGRO™ proprietary media;
• A portfolio of over twenty patent families claiming a range of technologies relevant to cell processing, reprogramming and manipulation and gene targeting; and
• Existing business and license relationships respecting SCS technologies entered into by several major life science companies, such as Merck and Millipore, among others.
Under the terms of the asset purchase agreement, StemCells will acquire substantially all of the operating assets and liabilities of SCS, including its research and development operations in Cambridge, UK and near Melbourne, Australia, and substantially all its intellectual property portfolio. It is expected that most of SCS’ approximately 20 full-time current staff will remain with StemCells upon completion of the transaction.
As consideration for these assets, StemCells will, except as provided below, issue 2,650,000 shares of common stock to SCS. In addition, upon completion, StemCells will waive certain loan obligations of SCS to repay approximately $715,000 in cash made available by StemCells to SCS for its working capital purposes.
The actual number of shares delivered to SCS at completion will depend on the acquired subsidiaries having at least an agreed-upon target amount of working capital. A portion of the consideration shares (20% or 530,000 shares) will be held in escrow for release in 12 months, subject to any claims for indemnification StemCells may make under the terms of the agreement.