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8-K - CALADRIUS BIOSCIENCES, INC. | v197104_8-k.htm |
EX-2.1 - CALADRIUS BIOSCIENCES, INC. | v197104_ex2-1.htm |
EX-23.1 - CALADRIUS BIOSCIENCES, INC. | v197104_ex23-1.htm |
NeoStem,
Inc.
Robin
Smith, CEO
Phone: +1
(212) 584-4174
E-mail:
rsmith@neostem.com
http://www.neostem.com
NeoStem
and Progenitor Cell Therapy Announce Entry Into Merger
Agreement
Companies
to form an Integrated Global Cell Therapy Company
New York,
New York and Allendale, New Jersey, September 23, 2010 – NeoStem, Inc. (NYSE
Amex: NBS) an international biopharmaceutical company with operations in the
U.S. and China and Progenitor Cell Therapy, LLC a privately held cell therapy
company that serves the cell therapy industry from licensed, state-of-the art
cell therapy manufacturing facilities in New Jersey and California today jointly
announced the signing of a definitive merger agreement whereby NeoStem will
acquire Progenitor Cell Therapy. The definitive merger agreement provides for
the issuance of an aggregate of 11,200,000 shares of NeoStem common stock and
warrants to purchase an aggregate of no less than 1,000,000 and a maximum of
3,000,000 additional shares of NeoStem common stock in exchange for all of
Progenitor Cell Therapy membership interests.
Holders
of greater than 50% of NeoStem’s common stock and greater than 50% of PCT’s
membership interests have agreed to vote in favor of the merger. The closing of
the merger is subject to various conditions, including the approval by NeoStem’s
stockholders of the issuance of NeoStem’s securities in the merger.
PCT’s
revenue generating business would be accretive to NeoStem’s growing adult stem
cell operations and PCT’s management would add to NeoStem the over 100 years
collective experience of the PCT management team in the business and science of
cell therapy and its development. Since its inception in 1999, PCT has served
over 100 clients from around the world and is experienced with more than 20
different cell based therapeutics. PCT has performed over 30,000 cell therapy
procedures in its cell therapy manufacturing facilities and processed and stored
over 18,000 cell therapy products (including approximately 7,000 umbilical cord
blood units, 10,000 blood and marrow derived stem cells and 1,000 dendritic
cells) and arranged the logistics and transportation for over 14,000 cell
therapy products for clinical use by over 5,000 patients.
Dr. Robin
Smith, CEO of NeoStem said “We are excited to have reached this agreement with
PCT and believe this combination is beneficial to the stakeholders of both
companies. The acquisition is a significant step in NeoStem’s efforts to develop
a “one-stop-shop” global network of cell therapy core competencies by adding
cell therapy manufacturing and storage facilities as well as integrated
regulatory compliant distribution capacity for the evolving cell therapy
industry. PCT’s global reach and reputation will accelerate the combined
companies’ reach into this exciting market”.
Dr.
Andrew Pecora, PCT’s CEO, who will be invited to join the NeoStem Board of
Directors upon the closing of the merger, said “We are pleased after over a
decade of hard work by our PCT team to bring liquidity to our loyal investors by
combining with NeoStem into a platform for growth of a wide range of adult stem
cell capabilities. Having played an instrumental role in manufacturing Provenge,
Dendreon Corporation’s autologous cellular immunotherapy through its clinical
trials to FDA approval, we are especially excited about bringing to NeoStem our
competencies in the cell therapy development market to contribute to moving
forward NeoStem’s VSEL ™ Technology and other future cell therapy products.
Furthermore, with NeoStem’s autologous adult stem cell collection capabilities
and PCT’s umbilical cord blood collection and long term storage services, the
combined company will be the first of its kind providing families with current
Good Manufacturing Practices (cGMP) autologous stem cell collection and storage
services”.
LifeTech
Capital, an investment banking firm focused on the life science industry,
advised NeoStem by providing valuation analyses of the transaction.
LifeTech Capital is a division of Aurora Capital.
The
Company along with PCT will be appearing at the NASDAQ MarketSite in New York
City and will be able to answer questions about the transaction.
When: September
23, 2010, 1:00 p.m. EDT
Where: NASDAQ
MarketSite, 4 Times Square, New York City (43rd and
Broadway)
RSVP
required: 917.680.6011; Bradley.smith@muncmedia.com
About
NeoStem, Inc.
NeoStem,
Inc. is engaged in the development of stem cell-based therapies, pursuit of
anti-aging initiatives and building of a network of adult stem cell collection
centers in the U.S. and China that are focused on enabling people to donate and
store their own (autologous) stem cells for their personal use in times of
future medical need. The Company also has licensed various stem cell
technologies, including a worldwide exclusive license to VSELTM
technology which uses very small embryonic-like stem cells, shown to have
several physical characteristics that are generally found in embryonic stem
cells, and is pursuing the licensing of other technologies for therapeutic use.
NeoStem’s majority-controlled Chinese pharmaceutical operation, Suzhou Erye,
manufactures and distributes generic antibiotics in China. For more information,
please visit: www.neostem.com.
About
PCT
PCT
serves the developing cell therapy industry that includes biotechnology,
pharmaceutical and medical products companies, health care providers, and
academic investigators from licensed, state-of-the-art cell therapy
manufacturing facilities in Allendale, New Jersey and Mountain View, California.
PCT supports the research of leading academic investigators designed to expedite
the broad clinical application of cell therapy. PCT’s core strategy is to
provide a global network of cell therapy manufacturing and storage facilities
and an integrated and regulatory compliant distribution capacity for the
evolving cell therapy industry to meet international commercial demands. For
more information, please visit: www.progenitorcelltherapy.com.
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Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
reflect management's current expectations, as of the date of this press release,
and involve certain risks and uncertainties. Forward looking statements include
statements herein with respect to the proposed merger with Progenitor Cell
Therapy, LLC, about which no assurances can be given. The Company's actual
results could differ materially from those anticipated in these forward- looking
statements as a result of various factors. Factors that could cause future
results to materially differ from the recent results or those projected in
forward-looking statements include the "Risk Factors" described in the Company's
most recent Annual Report on Form 10-K and other periodic reports filed with the
Securities and Exchange Commission since the filing of such 10-K. The Company's
further development is highly dependent on future medical and research
developments and market acceptance, which is outside its control.
###
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