Astellas Announces Results of Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics and Changes to Subsidiaries
Following successful completion of the Tender Offer, Laurel has been merged into Ocata on February 10, 2016, U.S. Eastern Time, with Ocata surviving the merger as a consolidated subsidiary of Astellas. As a result of the merger, Ocata’s common stock has ceased to be traded on the NASDAQ Global Market and will no longer be listed.
- Results of the Tender Offer
- Overview of the Tender Offer
- Offeror in the Tender Offer : Laurel Acquisition Inc.
- Company subject to the Tender Offer : Ocata Therapeutics, Inc.
- Type of stock acquired : All issued and outstanding shares of common stock
- Tender Offer price : US$ 8.50 (8 Dollars and 50 Cents) per share
- Tender Offer period : From November 19, 2015, U.S. Eastern Time until 5:00 p.m., U.S. Eastern Time, on February 9, 2016
*The original tender offer period was from November 19, 2015 until midnight at the end of the day on December 17, 2015 and was successively extended until February 9, 2016, at 5:00 pm, U.S. Eastern Time.
- Minimum number of shares tendered: Laurel agreed to consummate the Tender Offer in the event that a majority of the issued and outstanding shares of Ocata’s common stock, or more than 50%, are tendered.
- Results of the Tender Offer
Status of tendered shares (as of 5:00 p.m., U.S. Eastern Time, on February 9, 2016) Number of shares validly tendered and not withdrawn: 22,675,963 shares (approx. 53.6% of the issued and outstanding shares of Ocata’s common stock)
Outcome of the Tender Offer
Because the number of tendered shares satisfies the minimum condition set forth in 1. (1) F) above, Laurel has purchased all tendered shares.
- Merger procedures after the Tender Offer
Thereafter, on February 10, 2016, U.S. Eastern Time, in accordance with Delaware law, Laurel completed a short-form merger with and into Ocata with Ocata continuing as the surviving corporation and an indirect wholly-owned subsidiary of Astellas, thereby consummating Astellas’ acquisition of Ocata. At the effective time of the merger on February 10, 2016, U.S. Eastern Time, non-tendered shares of Ocata (other than shares of common stock held in the treasury of Ocata or Astellas, or any other direct or indirect wholly-owned subsidiary of Astellas and Ocata, including Laurel, which were canceled without consideration and extinguished, or by stockholders of Ocata who validly exercised their appraisal rights under Delaware law with respect to such shares) were canceled and converted into the right to receive US$ 8.50 per share net to the stockholder in cash, without interest thereon and less any applicable withholding taxes.
- Conversion of target to subsidiary
- Reason for transfer
As a result of the Tender Offer and merger, Ocata has become a consolidated subsidiary of Astellas.
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(2) Number of shares held, amount and share ownership before and after acquisition
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Purchase amount |
Approx. US$ 384 million (Expected amount)* |
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Shares held after acquisition |
100 shares (after cancelation of all of shares of Ocata’s common stock and conversion of all shares of Laurel’s common stock in the merger) (Share of voting rights: 100%) |
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*This expected amount is the sum of the acquisition of total common shares outstanding, outstanding options, outstanding warrants and other securities.
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(3) Outline of company converted into a subsidiary (prior to the acquisition)
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Financial results in recent fiscal years**
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(THOUSANDS OF US DOLLARS)
** Cited from Ocata’s annual reports on Form 10-K which Ocata files with the U.S. Securities and Exchange Commission (SEC).
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- Conversion date
February 10, 2016, U.S. Eastern Time
- Prospects
The completion of the Tender Offer and the merger is expected to have a minor impact on Astellas’ financial results for the fiscal year ending March 31, 2016.
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.
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