Re Agreement to be Acquired
March 03 2009 - 2:30AM
UK Regulatory
TIDMSTEM
RNS Number : 1799O
Stem Cell Sciences plc
03 March 2009
Press Release
STEMCELLS, INC. TO ACQUIRE CELL-BASED DRUG DISCOVERY PLATFORMS AND RELATED
BUSINESSES OF STEM CELL SCIENCES PLC
FOR US$4.8 MILLION
Suspension of trading on AIM lifted
Notice of Extraordinary General Meeting
("Stem Cell Sciences", "SCS", "the Company")
3rd March 2009
Cambridge, UK. Stem Cell Sciences plc (AIM: STEM, ASX: STC) is pleased to
announce that it has entered into a definitive agreement (the "Agreement") with
StemCells, Inc. a publicly traded Delaware corporation (Nasdaq: STEM), 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 closing price for
StemCells shares traded on Nasdaq on 27 February 2009 (being the last
practicable date prior to publication of the circular) was $1.56 per share.
The transaction is subject to customary closing conditions, including the
approval of the shareholders of SCS in general meeting. Accordingly a circular
has today been posted to shareholders giving notice of the EGM which is to be
held at Daniel Stewart & Company, Becket House, 36 Old Jewry, London EC2R 8DD at
11.00am on 27 March 2009. Copies of this circular are available on the Company's
website, www.stemcellsciences.com.
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(TM), HEScGRO(TM), and EScGRO(TM) 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.
"The industrial logic of this acquisition is compelling," said Martin McGlynn,
President and CEO of StemCells. "StemCells has established itself as a world
leader in tissue-derived stem and progenitor cells for therapeutic uses, while
Stem Cell Sciences has focused on non-therapeutic applications for embryonic and
tissue derived stem cells, such as cell-based assays for drug discovery and
screening. This proposed acquisition will combine three distinct stem cell
platforms, adult, embryonic and iPS cells, for both therapeutic and drug
discovery applications, and will position StemCells to diversify and pursue
near-term commercialization opportunities while continuing to develop our
cell-based therapeutic products."
"StemCells, Inc. is the logical home for our businesses," said Alastair Riddell,
Chief Executive Officer of Stem Cell Sciences. "Our respective technologies and
capabilities are highly complementary, and the Stem Cell Sciences Board is
confident StemCells has the knowledge and resources to fully leverage these
assets and realize their potential value."
TERMS OF THE TRANSACTION
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.
The transaction is expected to close within two months, after which SCS expects
to wind down its operations and distribute proceeds from the sale of the
acquisition shares, less its transaction and wind-down expenses, to its
stockholders.
SUSPENSION OF TRADING ON AIM LIFTED
Following the announcement of the Company having entered into the Agreement with
StemCells Inc. the suspension in trading on AIM of the Company's Ordinary Shares
has been lifted. However, Shareholders should note that in the event the
Resolutions are approved at EGM the Company expects to apply for the trading on
AIM of the Company's Ordinary Shares to be cancelled 90 days after Completion,
29 June 2009. The Company will give 10 Business Days notice of the Cancellation.
The rules of the ASX require the Company to publish a preliminary report for the
year to 31 December 2008 by 27 February 2009. Given the current circumstances
the Board does not intend to prepare this report and as such there is no
expectation for trading on the ASX to be resumed.
EGM
The notice convening the EGM to be held at the offices of Daniel Stewart, 36 Old
Jewry, London EC2R 8DD at 11.00 a.m. on 27 March 2009 is set out at the end of
the circular, posted today, to approve, as an Ordinary Resolution, the Disposal,
and as a Special Resolution, the Cancellation, the Re-Registration and the
Change of Name.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+------------------------------------------------------+----------------------------+
| Circular publication date | 3 March 2009 |
| | |
+------------------------------------------------------+----------------------------+
| Latest time and date for receipt of Forms of Proxy | 11.00 a.m. on 25 March |
| | 2009 |
+------------------------------------------------------+----------------------------+
| Latest time and date for receipt of CDI Voting Form | 11.00 a.m. on 24 March |
| | 2009 |
+------------------------------------------------------+----------------------------+
| Extraordinary General Meeting | 11.00 a.m. on 27 March |
| | 2009 |
+------------------------------------------------------+----------------------------+
| Disposal of the Trading Subsidiaries of the Company | 30 March 2009 |
| | |
+------------------------------------------------------+----------------------------+
| Cancellation of admission to trading on AIM and | 8.00 a.m. on 29 June 2009 |
| ending quotation of the Company's securities on, and | |
| removal | |
| of the Company from, the official list of the ASX | |
+------------------------------------------------------+----------------------------+
In the circular, all references to times and dates are in reference to those
observed in London, England.
The definitions used in this announcement are consistent with those in the
circular posted today to shareholders, except where the context requires
otherwise. Copies of the circular will be available free of charge during normal
business hours on weekdays (excluding public holidays) from the date hereof
until 29 May 2009 from the offices of Daniel Stewart & Company Plc, 36 Old
Jewry, London, EC2R 8DD, UK. In accordance with the AIM Rules, a copy of the
circular is also available on the Company's website, www.stemcellsciences.com.
ENDS
For further information, please contact:
Stem Cell Sciences plc (United Kingdom)
Alastair Riddell, CEO
Giorgio Reggiani, CFO
+44 (0)1223 499160
Stem Cell Sciences pty ltd (Australia)
Paul Bello, Operations Manager
+61 (0) 400 500 495
Citigate Dewe Rogerson (UK)
Mark Swallow / Amber Bielecka
+44 (0) 20 7638 9571
Talk Biotech (Australia)
Fay Weston, Director
+61 (0)422 206 036
Daniel Stewart & Company (NOMAD to SCS, UK)
Simon Leathers / Oliver Rigby
+44 (0) 207 776 6566
About Stem Cell Sciences plc
Stem Cell Sciences plc (SCS) is an international research and development
company focusing on the commercial application of stem cell biology technologies
for drug discovery and regenerative medicine research. SCS is now focusing on
building revenues through the sale of products, collaborative research and
licensing deals with international biotechnology and pharmaceutical
companies. SCS has a substantial portfolio of patents and patent applications in
both adult and embryonic stem cell fields.
SCS has been active in the stem cell research field since 1994, principally
focused on technologies to grow, differentiate, and purify adult and embryonic
stem cells. These include technologies to permit the generation of highly
purified stem cells and their differentiated progeny (specialized tissue cell
types) for use in genetic, pharmacological and toxicological screens. Moreover,
these technologies may be able to provide pure populations of appropriate cell
types for transplantation therapies in the future.
SCS has its main research base and headquarters in Cambridge, UK with a second
research base in Monash near Melbourne, Australia.
For further information on the company please visit: www.stemcellsciences.com.
About StemCells, Inc.
StemCells, Inc. is a clinical-stage biotechnology company focused on the
discovery, development and commercialization of cell-based therapeutics to treat
diseases of the central nervous system and liver. StemCells' product development
programs seek to repair or repopulate CNS and liver tissue that has been damaged
or lost as a result of disease or injury. StemCells has pioneered the discovery
and development of HuCNS?SC cells, its highly purified, expandable population
of human neural stem cells. In January 2009, StemCells completed a six patient
Phase I clinical trial of its proprietary HuCNS-SC product candidate as a
treatment for neuronal ceroid lipofuscinosis (NCL), a rare and fatal
neurodegenerative disease that affects infants and young children. StemCells has
also received approval from the US Food and Drug Administration (FDA) to
initiate a Phase I clinical trial of the HuCNS-SC cells to treat
Pelizaeus-Merzbacher Disease (PMD), also a rare and fatal brain disorder that
mainly affects young children. StemCells owns or has exclusive rights to
approximately 50 issued or allowed U.S. patents and more than 150 granted or
allowed non-U.S. patents. Further information about StemCells is available on
its web site at: www.stemcellsinc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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