Astellas Pharma Inc. (TSE: 4503, President and CEO: Yoshihiko Hatanaka, "Astellas") and Ocata Therapeutics, Inc. (NASDAQ: OCAT, President and CEO: Paul Wotton, "Ocata"), a biotechnology company focused on the research and development of new therapies in the field of regenerative medicine, primarily cell therapy addressing unmet medical needs in ophthalmology patients, announced today that they have entered into a definitive agreement. Under the agreement, Astellas will acquire Ocata through Laurel Acquisition Inc., a wholly-owned subsidiary of Astellas US Holding, Inc. ("Laurel"). The boards of directors of both Astellas and Ocata have unanimously approved the agreement.
Pursuant to the agreement, Laurel will commence a tender offer for all outstanding shares of common stock of Ocata, for a price of US$8.50 per share in cash (the "Tender Offer"). Promptly upon successful completion of the Tender Offer, Laurel will be merged into Ocata, and any remaining shares of common stock of Ocata will be canceled and converted into the right to receive the offer price (except for shares held by stockholders who properly demand appraisal rights under Delaware law). The board of directors of Ocata has resolved to recommend that Ocata's stockholders tender into the Tender Offer.
Each of the directors and executive officers of Ocata entered into support agreements with Astellas and Laurel, pursuant to which such directors and officers, among other things, agreed to tender the shares of common stock of Ocata that they hold into the Tender Offer. Shares held by these directors and officers represent, in the aggregate, approximately 1.7% of the share of common stock of Ocata outstanding on this date.
The acquisition of Ocata represents the coming together of two companies with significant accomplishments and a shared commitment to development innovative therapies that address the unmet medical needs of patients suffering from severe ophthalmic diseases. The acquisition also represents a step toward achieving Astellas' Strategic Plan 2015-2017.
Further, acquiring Ocata will enable Astellas to establish a presence in ophthalmology and a leading position in cell therapy.
"We highly value Ocata's R&D capabilities, including its world-leading researchers in cell therapy," commented Yoshihiko Hatanaka, President and CEO, Astellas. "We're confident that we will turn innovative science into value for patients through the creation of new value by combining both companies' capabilities under 'One Astellas,' where Ocata will be taking a key role in Astellas' R&D in ophthalmology and cell therapy."
Paul Wotton, Ph.D., President and CEO, Ocata said, "I am impressed by the vision and commitment of Astellas and believe that with their global resources behind our regenerative platform, patients suffering from debilitating diseases like AMD and SMD will soon benefit from having access to regenerative medicine."
Financial Details and Closing Conditions
Consummation of the transaction is subject to customary closing conditions, including antitrust approvals and the tender of a majority of Ocata's shares of common stock on a fully diluted basis. The offer price represents a premium of 79% to Ocata's closing share price of US$4.75 on November 6, 2015. The all-cash transaction is valued at approximately US$379 million including the purchase of all common shares, options, warrants and other securities. The Tender Offer period is expected to commence no later than November 25, 2015, and will expire 20 business days after its commencement, unless otherwise extended. If the Tender Offer conditions are not satisfied, Astellas may be required to extend the Tender Offer under certain circumstances; however, in no event will Astellas be obligated to extend the Tender Offer beyond May 9, 2016.
The Tender Offer and consummation of the acquisition is expected to have a minor impact on Astellas' financial results for the fiscal year ending March 31, 2016.
Citigroup Inc. is acting as exclusive financial advisor to Astellas and Covington & Burling LLP is acting as legal counsel.
Jefferies LLC is acting as exclusive financial advisor to Ocata and Goodwin Procter LLP is acting as legal counsel.
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