ThermoGenesis and TotipotentRx Announce Definitive Merger Agreement
Merger to Create Fully Integrated Regenerative Medicine Company
Combined Company to Offer Clinically Validated, Commercially Scalable,
Point-of-Care Cell Therapies for Major Therapeutic Markets
TotipotentRx Corporation Company Logo
RANCHO CORDOVA, Calif. and LOS ANGELES, July 16, 2013 (GLOBE NEWSWIRE) --
ThermoGenesis Corp. (Nasdaq:KOOL) ("ThermoGenesis"), a leading supplier of
enabling technologies for the processing and storage of stem cells and other
biological tissues, and TotipotentRx Corporation ("TotiRx"), a privately held
California Corporation, which specializes in developing cell-based therapies
in the field of regenerative medicine and is the exclusive provider of
cell-based product and services to the Fortis Healthcare System, today
announced that they have entered into a definitive merger agreement. The
combined company is expected to become one of the first fully integrated
regenerative medicine companies, developing clinically validated, commercially
scalable, point-of-care cell therapies for major therapeutic markets,
including orthopedic, cardiovascular and neurologic indications.
Under terms of the agreement, ThermoGenesis will issue approximately
12,491,000 shares of its common stock to TotiRx which equates to a value of
approximately $18.6 million, based on ThermoGenesis' closing stock price of
$1.49 on July 15, 2013.The merger agreement has been unanimously approved by
the board of directors of each company. The transaction is expected to close
in the fourth quarter of calendar year 2013 and is subject to customary
closing conditions, certain financial conditions, regulatory approvals and
approval by the shareholders of ThermoGenesis and TotiRx. The combined company
is expected to be named Cesca Therapeutics ("Clinical Excellence in Stem Cell
Applications") and will continue to trade on NASDAQ under the ticker symbol
"This merger is transformative.By combining our cell-based device
technologies with TotiRx's clinically validated therapeutic protocols and cell
therapy kits for major therapeutic areas, we expect Cesca to be one of the
first fully integrated regenerative medicine companies," said Matthew T.
Plavan, Chief Executive Officer of ThermoGenesis."Our best-in-class products
will give healthcare providers the ability to consistently execute every step
of the cell therapy treatment process, at the patient's bedside, in less than
an hour and at a fraction of the cost of typical cell therapy models.This
merger also provides us with the important ability to rapidly and
cost-effectively commercialize these new cell therapies, by leveraging our
proprietary contract research organization and an exclusive, cell therapy
partnership with Fortis Healthcare System.Taken together with the foundation
of our cord blood device platform, method/design patent portfolio and existing
revenue streams, we believe this combination offers tremendous potential for
shareholder value creation."
TotiRx is a leading regenerative medicine development company that has eight
autologous cell therapies in various stages of clinical development targeting
areas of high unmet medical need, including osteoarthritis, avascular
necrosis, acute myocardial infarction and critical limb ischemia.TotiRx is
believed to be the world's only clinical research organization (CRO)
specializing solely in cellular therapeutic development services and utilizes
the breadth and depth of its expertise and service offerings, along with an
unmatched footprint in India, to navigate the complex and challenging cellular
therapy regulatory environment, improve efficiency, and deliver better
clinical trial outcomes.TotiRx also brings an established cord blood banking
business with a growing revenue stream and a high-value strategic partnership
with Fortis Healthcare, an esteemed chain of specialty hospitals networked
throughout India and across Asia.
"Regenerative medicine is one of the fastest growing areas of modern medicine
and is widely expected to become a major component of our future global
healthcare system," said Kenneth L. Harris, Chairman and Chief Executive
Officer of TotiRx."Key to being a leader in this market is the ability to
provide safe, effective, point-of-care therapy that works for the patient,
physician and hospital provider.The autologous cell therapy approach we
employ requires strict standards and control of collection, handling, and
redelivery to the body, but provides for significantly lower clinical and
regulatory risk, reducing cost and enhancing our speed to market.This merger
is the natural evolution for our existing strategic partnership with
ThermoGenesis, and the superior performance of their equipment, which we
currently use in both our clinical trial and cord blood businesses, has been
an integral component of our successful clinical trial work."
Strategic benefits of the merger include:
*One of the First Integrated Regenerative Medicine Companies. Cesca
Therapeutics will be one of the first companies to bring together
cell-therapy-related devices, patented platform technologies, proprietary
cell formulations and a cell-therapy-specific Clinical Research
*One of the First to Provide Practical, Commercializable Cell Therapies.
Cesca Therapeutics will offer safe and effective therapies backed by
clinical evidence, including 10 clinical trials in osteoarthritis,
avascular necrosis, cardiac and critical limb ischemia, among others,
using patient- and regulator-friendly autologous cells and at the bedside,
in a 60 minute protocol.
*The Ability to Rapidly and Cost-Effectively Implement New Clinical
Trials.Cesca Therapeutics will have the ability to rapidly initiate
clinical development of new cell therapies at its U.S. FDA-registered CRO
in India and generate high quality data at a fraction of the cost of
clinical trials undertaken in the U.S. or Europe.
*Positioned to Commercialize in Both Developed and Emerging
Markets.Cesca's existing U.S. and Asian footprints uniquely position it
to meet the needs of patients, hospitals, and physicians across the
globe.This footprint allows flexibility to meet the variable market
demands in service and price.
*Significant Value Creation. As a combined company, Cesca Therapeutics
should support a higher valuation than either company alone, with the
potential to create additional, near and long-term shareholder value
through growth in its base business and the development of new protocols
in major therapeutic areas.
Mr. Plavan will serve as Chief Executive Officer of the new organization, and
Mr. Harris will serve as President. In addition to his role as President, Mr.
Harris will join the Board of Directors of the new company.
Roth Capital Partners acted as financial advisor to ThermoGenesis and rendered
a Fairness Opinion to its Board of Directors in this transaction and Weintraub
Tobin Chediak Coleman Grodin Law Corporation acted as legal counsel to
Conference Call and Webcast
Management will hold a conference call today at 6 a.m., Pacific (9 a.m.,
Eastern) to discuss the merger transaction.
Conference call details:
Dial-in (U.S.): 1-800-860-2442
Dial-in (Internationally): 1-412-858-4600
Conference Name: "ThermoGenesis"
To listen to the audio webcast of the call during or after the event, please
An audio replay of the conference call will be available beginning
approximately two hours after completion of the call for the following five
To access the replay:
Access number (U.S.): 1-877-344-7529
Access number (Internationally) 1-412-317-0088
Conference ID#: 385107
About ThermoGenesis Corp.
ThermoGenesis Corp. (www.thermogenesis.com) is a leader in developing and
manufacturing automated blood and bone marrow processing systems and companion
disposable products that enable the separation, processing and preservation of
cell and tissue therapy products. These include:
*The BioArchive^® System, an automated cryogenic device, used by cord blood
stem cell banks in more than 30 countries for cryopreserving and archiving
cord blood stem cell units for transplant.
*AXP^® AutoXpress^® Platform (AXP), a proprietary family of automated
devices that includes the AXP and the MXP^® MarrowXpress^® and companion
sterile blood processing disposables for harvesting stem cells in closed
systems. The AXP device is used for the processing of cord blood. The MXP
is used for the preparation of cell concentrates, including stem cells
from bone marrow aspirates in the laboratory setting.
*The Res-Q^TM 60 (Res-Q), a point-of-care system designed for the
preparation of cell concentrates, including stem cells, from bone marrow
aspirates and whole blood for platelet rich plasma (PRP).
About TotipotentRx Corporation
TotiRx is engaged in the research, development, and commercialization of
cell-based therapeutics for use in regenerative medicine.The Company operates
three distinct businesses to serve patients, physicians and partners:
TotiRx's Therapeutics Division, which specializes in developing new cell
therapies utilizing TotiCell™, a rapid, intraoperative system for harvesting,
preparing, testing, and delivering therapeutic doses of autologous stem cells
and proteins; TotiRx's Contract Services Division, the only specialized cell
therapy CRO globally, which leverages the Company's unique expertise in
designing, managing, and completing cell based clinical trials including the
ability to support various device prototyping and validation typically
required in combination products; and TotiRx's Cell Manufacturing and Banking
Services, which operates advanced clinical cell manufacturing, processing,
testing, and storage facilities compliant with Good Manufacturing Practices,
Good Tissue Practices, and Good Laboratory Practices.
Forward Looking Statement
Thispress releasecontains forward-looking statements. Such forward-looking
statements include but are not limited to that the proposed merger will be
consummated and that the resulting company will be able to become a fully
integrated regenerate medicine company, to provide practical, commercializable
cell therapies, to rapidly and cost-efficiently develop new clinical trial,
cell therapies, to be positioned to commercialize in both developed and
emerging markets and to create higher shareholder value.These statements
involve risks and uncertainties that could cause actual outcomes to differ
materially from those contemplated by the forward-looking statements. Several
factors including the timing of proposed merger, the efficiency of integrating
two companies, timing of FDA and foreign regulatory approvals as to products,
changes in customer forecasts, our failure to meet customers' purchase order
and quality requirements, supply shortages, production delays, changes in the
markets for customers' products, introduction timing and acceptance of our new
products scheduled for fiscal year 2014, and introduction of competitive
products and other factors beyond our control could result in a materially
different revenue outcome and/or in our failure to achieve the revenue levels
we expect for fiscal 2014.A more complete description of these and other
risks that could cause actual events to differ from the outcomes predicted by
our forward-looking statements is set forth under the caption "Risk Factors"
in our annual report on Form 10-K and other reports we file with the
Securities and Exchange Commission from time to time, and you should consider
each of those factors when evaluating the forward-looking statements.
Web site: http://www.thermogenesis.com
Contact: Investor Relations
This press release and the information contained herein shall not constitute
an offer to sell, buy or exchange or the solicitation of an offer to sell, buy
or exchange any securities, nor shall there be any sale, purchase or exchange
of securities in any jurisdiction in which such offer, solicitation, sale,
purchase or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
In connection with the merger, ThermoGenesis intends to file a registration
statement (including a prospectus) on Form S-4 with the Securities and
Exchange Commission.Holders of ThermoGenesis Common Stock and TotipotentRx
Corporation common stock are urged to read the proxy statement/prospectus and
any other relevant documents when filed because they contain important
information about ThermoGenesis, TotipotentRx and the merger.A proxy
statement will be sent to holders of our Common Stock and a proxy
statement/prospectus will be sent to holders of TotipotentRx Corporation
common stock.When filed, the proxy statement/prospectus and other documents
relating to the proposed merger can be obtained free of charge from the SEC's
website at www.sec.gov. These documents can also be obtained free of charge
from ThermoGenesis upon written request to ThermoGenesis, Investor Relations,
2711 Citrus Road Rancho Cordova, CA 95742.
ThermoGenesis Corp. Logo
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