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Post by tunis on Nov 10, 2015 3:13:15 GMT
Astellas to Acquire Ocata Therapeutics - New Step Forward in Ophthalmology with Cell Therapy Approach - PR Newswire Astellas Pharma Inc. 6 minutes ago TOKYO and MASSACHUSETTS, Nov. 9, 2015 /PRNewswire/ -- 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.
View gallery .Astellas is a pharmaceutical company dedicated to improving the health of people around the world. 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."
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Post by tunis on Nov 10, 2015 3:14:59 GMT
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. 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/enAbout Ocata Ocata Therapeutics, Inc. is a clinical stage biotechnology company focused on the development and commercialization of new therapies in the field of regenerative medicine. Ocata's most advanced products are in clinical trials for the treatment of Stargardt's macular degeneration, dry age-related macular degeneration, and myopic macular degeneration. Ocata's intellectual property portfolio includes pluripotent stem cell platforms – hESC and induced pluripotent stem cell (iPSC) – and other cell therapy research programs. For more information on Ocata, please visit www.ocata.com.
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Post by chuck on Nov 10, 2015 3:17:43 GMT
Say what?!
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Post by jckrdu on Nov 10, 2015 3:23:32 GMT
Congrats to all holding shares.
I know its not the grandslam many were hoping for, but a buyout offer for $8.50 isn't a bad deal... especially with shares trading in the low $4s.
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Post by chuck on Nov 10, 2015 3:25:22 GMT
www.astellas.com/en/ File is too big to attach but they have a pdf presentation "Acquisition of Ocata Therapeutics" on the main page.
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Post by tunis on Nov 10, 2015 3:27:07 GMT
There is going to be an epic short squeeze tomorrow.... Close to 4 Million Shares Short...
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Post by actcfan on Nov 10, 2015 3:34:26 GMT
Wow, never thought I would see this day.
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Post by chuck on Nov 10, 2015 3:42:20 GMT
The tender offer for the outstanding common stock of Ocata has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Ocata common stock, nor is it a substitute for the tender offer materials that Astellas and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Astellas will file a tender offer statement on Schedule TO with the SEC, and Ocata will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY OCATA’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Ocata’s stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of Ocata by contacting Ocata at info@ocata.com or by phone at (508) 756-1212. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC. OCATA’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
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Post by tunis on Nov 10, 2015 3:44:39 GMT
The posters start wit the "bidding war" in 3,2 1....
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Post by actcfan on Nov 10, 2015 3:50:31 GMT
Curious how shareholders will vote. I know a vocal group who will be voting no but just not sure what % of the shares are retail anymore.
So much value wasted by mgmt. What was the price when Wotton took over?
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Post by tunis on Nov 10, 2015 3:57:48 GMT
I checked the options market today there was no big sweepers indicating something like this was going down.. Some guy who wrote a $2 February Call is gonna get smoked tomorrow.
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Post by actcfan on Nov 10, 2015 4:03:19 GMT
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Post by Wallace907 on Nov 10, 2015 4:04:30 GMT
i got my popcorn ready lol.
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Post by jckrdu on Nov 10, 2015 4:16:35 GMT
Congrats to all holding shares. I know its not the grandslam many were hoping for, but a buyout offer for $8.50 isn't a bad deal... especially with shares trading in the low $4s. Last thought...
It'd be interesting to hear OCAT management justify this sales price. It appears they didn't think OCAT could get to $8.50 per share "next summer" when they announce interim Dry AMD results. Or, perhaps management knew that more dilution was going to be needed, and with the recent announced delays, they knew that interim results wouldn't be out until late 2016 at the earliest... so an offer for $8.50 given where the pps was likely headed over the next 1.5 years was seen as a good deal.
But still, why sell so cheap? Remember the proxy last year where they added the term to be able to reset their options to whatever price they wanted to? IMO, that term that shareholders approved is an enabling element of this deal, as management can reset all their options to let's say $3 or $4, and then they can double their money by selling the entire company. If those options remained at the original higher strike prices, selling the entire company for $8.50 a share wouldn't make much sense for the OCAT C level execs. (PS - Remember that some of us argued against giving management that type of power, while some clueless people elsewhere argued for giving management whatever they asked for.)
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Post by CM kipper007 on Nov 10, 2015 4:18:35 GMT
Bloody hell.
Not what I was looking for.
Anyone got experience with this type of thing?
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Post by forthefuture on Nov 10, 2015 4:25:40 GMT
Bloody hell. Not what I was looking for. Anyone got experience with this type of thing? Been through a buyout before. Considering they just did the offering (lots of new shares in new hands), management can reset their option price, I don't see how this doesn't go through.
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Post by Wallace907 on Nov 10, 2015 4:35:06 GMT
Im literally at a loss for words. I'll just cross my fingers and watch it all play out. My hope is that it gets bumped up to at least 10.
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Post by 06Hokie on Nov 10, 2015 4:43:43 GMT
Funny, I was with a friend this weekend who also took a flyer on this company called Advanced Cell Technology eight years ago. At the end of his visit, while our wives were out of earshot because they couldn't stand to hear us talk about it years ago, we wondered what Monday morning would bring (we both agreed nothing). But we were taking about how it was nice to not be a prisoner to this company anymore. We gave up our dreams and hoped we could get back to $9, break even and trade it here and there until the end of the decade. I am sitting here a bit conflicted. I'm sad because this has been such a big chapter in my life. But I'm happy for it to be over - too much abuse, much self-inflicted. But mostly I'm laughing thinking about "billions on the table." What a journey. I should add: if this news is gutting you, my sincerest sympathies. I still owned a lot of shares because my belief in Dr. Lanza has never wavered. Now going to enjoy a bourbon. Toasting to those of you I've read for years. Jim - you may have not, but I've kept score. You won. Thanks for years of truth bombs.
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Post by actcfan on Nov 10, 2015 4:44:35 GMT
Feel bad for many on the other board that listened to the posters who would spin wild tails the last several years and probably will continue to do so until it's all over. Many people will lose significant money from listening to these wildly speculative posts written with such conviction, which is why those posts are so dangerous.
A lot of people to feel sad for in this situation.
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Post by RLC on Nov 10, 2015 4:47:09 GMT
Wow, never thought I would see this day. Haha... you and me both. I'm sad to say I recently sold out of my OCAT position after holding a core position for over 5 years. I still have family and friends holding shares that will likely be pleased to see this. The deal is a little underwhelming IMO (maybe it's just all the kool-aid drinking I did for years, but I felt that the RPE therapy, Dr. Lanza and all of Ocata's IP had much more potential than this deal realized). Anyways, it's great news for shareholders as it'll be a huge boost to the share price. Congrats to all holding shares!
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