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8-K - Pathfinder Cell Therapy, Inc. | v206677_8k.htm |
EX-2.1 - Pathfinder Cell Therapy, Inc. | v206677_ex2-1.htm |
EX-4.1 - Pathfinder Cell Therapy, Inc. | v206677_ex4-1.htm |
Pathfinder
LLC and SyntheMed, Inc. Announce Merger Agreement
Cambridge,
MA and Iselin, NJ, December 22, 2010 / Pathfinder LLC, a private biotechnology
company focused on the treatment of diseases characterized by organ-specific
cell damage (“Pathfinder”), and SyntheMed, Inc. (OTCBB: SYMD), a biomaterials
company (“SyntheMed” or the “Company”), today announced that they have entered
into a definitive merger agreement. Upon closing, SyntheMed will be
renamed “Pathfinder Cell Therapy, Inc.” and the combined company will
operate under the leadership of the Pathfinder management team, with the support
of a group of regenerative medicine thought leaders on the board of directors.
The Company will be headquartered in Cambridge, Massachusetts.
The
merger will create a publicly-traded company focused on the development of a
novel cell-based therapy that could potentially revolutionize the field of
regenerative medicine. Leveraging Pathfinder’s discovery of
Pathfinder Cells (“PCs”) and of a proprietary means of isolating these cells
from surrounding tissue, the merged company will pursue the treatment of
diabetes, renal disease, myocardial infarction, and other diseases characterized
by organ-specific cell damage. PCs are a newly identified mammalian cell type
present in very low quantities in a variety of different organs, including the
kidney, liver, pancreas, lymph nodes, myometrium, bone marrow and blood. Early
studies indicate that PCs stimulate regeneration of damaged tissues without the
cells themselves being incorporated into the newly generated tissue. The cells
are “immune privileged”, and their effects are independent of the tissue source
of PCs. PCs isolated from both rat and human sources have shown efficacy in
animal models of diabetes, cardiac ischemia, and renal reperfusion
injury.
Under the
terms of the agreement, Pathfinder will be merged with and into a wholly-owned
subsidiary of SyntheMed. SyntheMed will issue, and Pathfinder members will
receive, shares of SyntheMed common stock such that Pathfinder members will own
approximately 80% and SyntheMed stockholders will own approximately 20% of the
combined company. The merger agreement was approved by Pathfinder’s
sole manager and by the Board of Directors of SyntheMed. SyntheMed’s
Board approval follows the favorable recommendation by a special committee of
independent directors of SyntheMed’s Board of Directors. Closing of
the merger is subject to customary and other conditions including approval by
the members of Pathfinder and stockholders of SyntheMed.
The
merged company will be led by the two founders of Pathfinder: Richard
L. Franklin, MD PhD, who will assume the role of CEO and President, and Joerg
Gruber, who will serve as Chairman. Currently, Dr. Franklin is CEO , President
and manager of Pathfinder, as well as Executive Chairman of SyntheMed, while Mr.
Gruber is Chairman of Pathfinder and a director of SyntheMed. In
addition to Dr. Franklin and Mr. Gruber, the board of directors of the merged
company will comprise Brock Reeve, Executive Director of the Harvard Stem Cell
Institute (HSCI); John Brooks, III, founder of Healthcare Capital Consulting LLC
and Chairman of the board of trustees of the Joslin Diabetes Center; Zen Chu,
founder of Accelerated Medical Ventures, and John Alam, former Executive VP and
Medical Director of Vertex Pharmaceuticals. Except as noted above, none of the
existing executive management or members of the Board of Directors of SyntheMed
are expected to be retained in the combined company following the
merger.
In
connection with the merger described herein, SyntheMed expects to file a proxy
statement with the U.S. Securities and Exchange Commission ("SEC"). Depending on
the review process, the companies currently expect the merger to close in the
first quarter of 2011. Upon closing of the transaction, the combined company's
shares are expected to continue to trade on the OTC Bulletin Board.
Investors
and security holders of SyntheMed are urged to read the proxy statement to be
filed with the SEC regarding the merger, when it becomes available, as it will
contain important information about Pathfinder and SyntheMed. SyntheMed
stockholders will be able to obtain a copy of the proxy statement, as well as
other filings containing information about SyntheMed, without charge, at the
SEC's Internet website (www.sec.gov). Copies
of the proxy statement and SyntheMed’s filings with the SEC can also
be obtained, without charge, by directing a request to Synthemed, Inc., 200
Middlesex Essex Turnpike, Suite 210, Iselin, NJ, Attention: John Benson,
e-mail: jbenson@synthemed.com
This
communication does not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
SyntheMed
and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of SyntheMed in connection with
the merger. Information regarding the special interests of these directors and
executive officers in the merger will be included in the proxy statement
described above. Additional information regarding the directors and executive
officers of SyntheMed is also included in SyntheMed’s Annual Report, as amended
on Form 10-K/A for the year ended December 31, 2009, which was filed with the
SEC on April 27, 2010. This document is available free of charge at the SEC's
web site at www.sec.gov and from SyntheMed at the addresses
above.
Pathfinder
is developing a novel cell-based therapy with the potential to revolutionize the
treatment of diabetes, renal disease, myocardial infarction, and other diseases
characterized by organ-specific cell damage. Leveraging its internal discovery
of Pathfinder Cells
(“PCs”) and a proprietary means of isolating these cells from surrounding
tissue, Pathfinder is pioneering a new field in regenerative medicine. PCs are a
newly identified mammalian cell type present in very low quantities in a variety
of different organs, including the kidney, liver, pancreas, lymph nodes,
myometrium, bone marrow and blood.
Early
studies indicate that PCs stimulate regeneration of damaged tissues without the
cells themselves being incorporated into the new tissue. The cells are “immune
privileged”, and their effects are independent of the tissue source of PCs. PCs
isolated from both rat and human tissue sources have shown efficacy in animal
models of diabetes, cardiac ischemia, and renal reperfusion injury.
For more
information please visit: www.pathfindercelltherapy.com
About
SyntheMed
SyntheMeds
is a biomaterials company focused on the development and commercialization of
anti-adhesion and drug delivery products, and other surgical implants. The
Company’s research and development initiatives encompass a broad range of
bioresorbable polymeric compositions which blend both hydrophilic and
hydrophobic components. For more information about SyntheMed please visit: www.synthemed.com
FORWARD
LOOKING STATEMENTS
This
press release contains forward-looking statements or predictions, including
statements regarding the potential closing of the proposed merger, the trading
of the combined company's stock on the OTCBB following the
merger, the characteristics and possible uses of the product
candidates of each of Pathfinder and SyntheMed and the expected timing of
closing of the merger. Actual results may differ materially from the above
forward-looking statements due to a number of important factors, including the
possibility that the proposed merger may not ultimately close for any of a
number of reasons, including, but not limited to, the companies not obtaining
requisite approval of their stockholders or members, that either company will
forego business opportunities while the merger is pending, that prior to the
closing of the proposed merger, the businesses of the companies may suffer, and
even in the event the proposed merger is completed, that combining SyntheMed and
Pathfinder may not result in the expected benefits to the stockholders and
members of the respective companies.
For more
information, please contact:
Pathfinder
contact:
The Ruth
Group
Sara
Pellegrino (investors) / Jason Rando (media)
(646)
536-7002 / (646) 536-7025
spellegrino@theruthgroup.com
/ jrando@theruthgroup.com
Rick
Franklin
CEO
Rick.franklin@pathfindercelltherapy.com
SyntheMed
contact:
John
Benson
jbenson@synthemed.com