TOKYO, Feb. 10, 2016 /PRNewswire/ -- Astellas
Pharma Inc. (TSE: 4503, President and CEO: Yoshihiko Hatanaka, "Astellas") announced today
that it has successfully completed, through its indirect
wholly-owned subsidiary Laurel Acquisition Inc. ("Laurel"), a
tender offer to purchase all issued and outstanding shares of
common stock of Ocata Therapeutics, Inc. (NASDAQ: OCAT, President
and CEO: Paul Wotton, "Ocata") for a
price of US$8.50 per share net to the
stockholder in cash ("Tender Offer"). Astellas commenced the Tender
Offer on November 19, 2015, U.S.
Eastern Time, and the Tender Offer, as previously extended, expired
at 5:00 p.m., U.S. Eastern Time, on
February 9, 2016, and was not further
extended. The board of directors of Astellas approved the Tender
Offer on November 10, 2015.
Following successful completion of the Tender Offer, Laurel has
been merged into Ocata on February 10,
2016, U.S. Eastern Time, with Ocata surviving the merger as
a consolidated subsidiary of Astellas. As a result of the merger,
Ocata's common stock has ceased to be traded on the NASDAQ Global
Market and will no longer be listed.
1. Results of the Tender
Offer
(1) Overview of the Tender Offer
A) Offeror in the Tender
Offer
: Laurel Acquisition Inc.
B) Company subject to the
Tender Offer : Ocata Therapeutics, Inc.
C) Type of stock
acquired
: All issued and outstanding shares of common stock
D) Tender Offer
price
: US$ 8.50 (8
Dollars and 50 Cents) per
share
E) Tender Offer
period
: From November 19, 2015, U.S.
Eastern Time until 5:00 p.m., U.S.
Eastern Time, on February 9, 2016
*The original tender offer period was from November 19, 2015 until midnight at the end of
the day on December 17, 2015 and was
successively extended until February 9,
2016, at 5:00 pm, U.S. Eastern
Time.
F) Minimum number of
shares tendered: Laurel agreed to consummate the Tender Offer in
the event that a majority of the issued and outstanding shares of
Ocata's common stock, or more than 50%, are tendered.
(2) Results of the Tender
Offer
A) Status of tendered shares (as of
5:00 p.m., U.S. Eastern Time, on
February 9, 2016)
Number of shares validly tendered and not withdrawn: 22,675,963
shares (approx. 53.6% of the issued and outstanding shares of
Ocata's common stock)
B) Outcome of the Tender
Offer
Because the number of tendered shares satisfies the minimum
condition set forth in 1. (1) F) above, Laurel has purchased all
tendered shares.
(3) Merger procedures after the
Tender Offer
Thereafter, on February 10, 2016,
U.S. Eastern Time, in accordance with Delaware law, Laurel completed a short-form
merger with and into Ocata with Ocata continuing as the surviving
corporation and an indirect wholly-owned subsidiary of Astellas,
thereby consummating Astellas' acquisition of Ocata. At the
effective time of the merger on February 10,
2016, U.S. Eastern Time, non-tendered shares of Ocata (other
than shares of common stock held in the treasury of Ocata or
Astellas, or any other direct or indirect wholly-owned subsidiary
of Astellas and Ocata, including Laurel, which were canceled
without consideration and extinguished, or by stockholders of Ocata
who validly exercised their appraisal rights under Delaware law with respect to such shares) were
canceled and converted into the right to receive US$ 8.50 per share net to the stockholder in
cash, without interest thereon and less any applicable withholding
taxes.
2. Conversion of target to
subsidiary
(1) Reason for transfer
As a result of the Tender Offer and merger, Ocata has become a
consolidated subsidiary of Astellas.
(2) Number of shares held, amount
and share ownership before and after acquisition
Shares held before
acquisition
|
0 shares
(Share of voting
rights: 0.0%)
|
Aggregate of the (i)
shares acquired in the Tender Offer and (ii) shares canceled as a
result of the merger
|
42,331,546
shares
|
Purchase
amount
|
Approx. US$ 384
million (Expected amount)*
|
Shares held after
acquisition
|
100 shares (after
cancelation of all of shares of Ocata's common stock and conversion
of all shares of Laurel's common stock in the merger)
(Share of voting
rights: 100%)
|
*This expected amount is the sum of the acquisition of total
common shares outstanding, outstanding options, outstanding
warrants and other securities.
(3) Outline of company converted
into a subsidiary (prior to the acquisition)
Company
name
|
Ocata Therapeutics,
Inc.
|
Address
|
33 Locke Drive,
Marlborough, MA 01752, US
|
Representative's
title and name
|
President and CEO:
Paul Wotton
|
Business
|
Research and
development of new therapies for ophthalmic diseases in the field
of regenerative medicine
|
Capital
(Stockholders' equity)
|
US$13,761,005 (as of
September 30, 2015)
|
Date of
establishment
|
Founded in 1994,
Changed its name to current one in 2014
|
Number of shares
outstanding
|
42,331,546 shares of
Common Stock (as of February 9, 2016)
|
Relationship between
Ocata and Astellas
|
|
Capital Relationship
:
|
There is no capital
relationship between Astellas and Ocata required to be
disclosed.
|
Personnel
Relationship :
|
There is no personnel
relationship between Astellas and Ocata required to be
disclosed.
|
Business Relationship
:
|
There is no business
relationship between Astellas and Ocata required to be
disclosed.
|
Applicable
Relationships with Related Parties:
|
Ocata is not an
affiliated party of Astellas.
|
Financial results in recent fiscal years**
(THOUSANDS OF US
DOLLARS)
|
|
Fiscal Year ended
December 2012
|
Fiscal Year ended
December 2013
|
Fiscal Year ended
December 2014
|
Sales
|
466
|
225
|
158
|
Net income
|
(34,584)
|
(31,022)
|
(34,749)
|
Total
assets
|
8,497
|
3,908
|
5,737
|
Net assets
|
(23,144)
|
(22,534)
|
(2,736)
|
** Cited from Ocata's annual reports on Form 10-K which Ocata
files with the U.S. Securities and Exchange Commission (SEC).
(4) Conversion date
February 10, 2016, U.S. Eastern
Time
3. Prospects
The completion of the Tender Offer and the merger is expected to
have a minor impact on Astellas' financial results for the fiscal
year ending March 31, 2016.
About Astellas
Astellas Pharma Inc., based in
Tokyo, Japan, is a company
dedicated to improving the health of people around the world
through the provision of innovative and reliable pharmaceutical
products. We focus on Urology, Oncology, Immunology, Nephrology and
Neuroscience as prioritized therapeutic areas while advancing new
therapeutic areas and discovery research leveraging new
technologies/modalities. We are also creating new value by
combining internal capabilities and external expertise in the
medical/healthcare business. Astellas is on the forefront of
healthcare change to turn innovative science into value for
patients. For more information, please visit our website at
www.astellas.com/en.
Cautionary Statement Regarding Forward-Looking
Statements
Any statements made in this communication that
are not statements of historical fact, including statements about
the expected timetable for completing the transaction and Astellas'
and Ocata's beliefs and expectations and statements about Astellas'
proposed acquisition of Ocata, including the timing of and closing
conditions to the acquisition, and the potential effects of the
acquisition on both Astellas and Ocata are forward-looking
statements that are based on management's beliefs, certain
assumptions and current expectations and should be evaluated as
such. These statements may be identified by their use of
forward-looking terminology such as the words "expects,"
"projects," "anticipates," "intends" and other similar words.
Forward-looking statements include statements that may relate to
Astellas' or Ocata's plans, objectives, strategies, goals, future
events, future revenues or performance, and other information that
is not historical information. Such forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those projected. These risks and
uncertainties include, but are not limited to, general economic,
business and market conditions and the satisfaction of the
conditions to closing of the proposed transaction. For a more
complete discussion of certain of the risks and uncertainties that
could cause actual results to differ from those contained in the
forward-looking statements with respect to Ocata, see the
discussion of risks and uncertainties in Ocata's annual report on
Form 10-K for the fiscal year ended December
31, 2014, its most recent Quarterly Report on Form 10-Q, and
other SEC filings. The forward-looking statements contained
in this news release are made as of the date hereof, and neither
Astellas nor Ocata undertakes any obligation to update any
forward-looking statements, whether as a result of future events,
new information or otherwise, except as required by law.
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SOURCE Astellas Pharma Inc.