, Sept. 27
/PRNewswire-FirstCall/ -- NeoStem, Inc. (NYSE Amex: NBS) ("NeoStem" or the "Company"), an international biopharmaceutical company with operations in the U.S. and China
, appeared on Thursday at the NASDAQ MarketSite in Times Square in connection with its announcement of 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 in exchange for all of Progenitor Cell Therapy membership interests. The bulk of these shares will be held in an escrow account for at least one year from closing and will not be available for sale. Additional consideration includes 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 at $3, $5 and $7 exercise prices. 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.
Dr. Smith discussed how this acquisition is a significant step in NeoStem's efforts to develop a "one-stop-shop" for global cell therapy and highlighted key considerations in the merging of the two companies, including:
- In 2009, PCT generated over $8,000,000 in revenue. Its business will be accretive to NeoStem's growing adult stem cell operations and PCT has demonstrated that cellular therapy can be a revenue generating business.
- PCT's management will remain in place. They bring over 100 years of collective experience in the business and science of cell therapy and its development.
- Since its inception in 1999, 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 umbilical cord blood units, blood and marrow derived stem cells and dendritic cells).
- PCT has served over 100 clients from around the world and is experienced with more than 20 different cell based therapeutics. Most exciting is the fact that over 5,000 patients have been treated with the cell therapy products that have been logistically arranged and transported by PCT
- PCT has played an instrumental role in the manufacturing of Provenge throughout the clinical trial process, that has led to Dendreon's successful FDA approval of the first major autologous cellular immunotherapy. We believe PCT's core competencies in cell therapy development will contribute to moving forward NeoStem's proprietary VSEL Technology.
- Additionally, between 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 to provide families autologous stem cell collection and storage with current Good Manufacturing Practices (cGMP)".
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.
About NeoStem, Inc.
NeoStem, Inc. is engaged in the development of stem cell-based therapies 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 is also the licensee of various stem cell technologies, including a worldwide exclusive license to VSEL 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: http://www.neostem.com .
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, including whether the merger ultimately will be consummated. 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010 and the form 8k filed on Sept 23, 2010 as well as other periodic filings made with the Securities and Exchange Commission. 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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SOURCE NeoStem, Inc.