Intrexon to Acquire Medistem to Generate Multipotent Cells
Medistem's Stem Cell Technology to be Integrated into Intrexon's Proprietary
Synthetic Biology Platform
GERMANTOWN, Md. and SAN DIEGO, Dec. 20, 2013
GERMANTOWN, Md. and SAN DIEGO, Dec. 20, 2013 /PRNewswire/ --Intrexon
Corporation (NYSE: XON), a leader in synthetic biology, today announced that
it has entered into a definitive agreement to acquire, for approximately $26
million, San Diego-based Medistem, Inc. (OTCQB: MEDS) a pioneer in the
development of Endometrial Regenerative Cells ("ERC" or "ERCs"), universal
donor adult stem cells that stimulate new blood vessel formation and are
capable of generating different tissues including heart, brain, pancreas,
liver, bone, cartilage and lung. Intrexon intends to employ its integrated
synthetic biology platforms to engineer a diverse array of cell-based
therapeutic candidates using Medistem's multipotent ERCs.
(Logo: http://photos.prnewswire.com/prnh/20130919/NY83283LOGO )
In combination with Intrexon's UltraVector® multi-gene engineering,
proprietary Cell Systems Informatics, and RheoSwitch Therapeutic System®,
Medistem's ERCs have the potential to provide treatments for conditions such
as cancer, wound healing, and cardiovascular disease. In addition to their
therapeutic benefits, ERCs are derived through non-invasive methods, are
economical and scalable to manufacture, are superior therapeutically to other
stem cell types for select indications based on peer reviewed studies, and
have been demonstrated to be safe in animal and pilot human studies.
Samuel Broder, M.D., Senior Vice President of Intrexon's Health Sector and
former Director of the National Cancer Institute, noted that through the use
of Intrexon's technology, ERCs could be gene-modified to secrete powerful
"We look forward to further refining ERCs to produce proteins and bioactive
RNAs, both of which hold great promise to be used as therapeutics to treat
conditions such as cardiovascular disease and cancer," said Dr. Broder.
"Through the use of our synthetic biology platforms, we anticipate unlocking
the power of ERCs to safely advance therapeutic development from proof of
concept to clinical research."
Thomas Reed, Ph.D., Intrexon's Chief Science Officer, remarked that Intrexon's
platform could be greatly expanded by having the ability to produce clinical
grade adult stem cells.
"Through the integration of Medistem's ERC cell platform into our existent
broad technology portfolio we plan to develop two powerful classes of clinical
products," said Dr. Reed. "This includes engineering stem cells for
therapeutic delivery of secreted proteins, or for producing exosomes, which
can be used to deliver several types of therapeutically relevant molecules,
including miRNAs and proteins. We look forward to working with Medistem's
scientific leaders to merge these capabilities."
"We are delighted at the prospect of joining Intrexon to further the
advancement of our ERCs. We believe our technology in combination with
Intrexon's platform will allow ERCs to provide therapeutic benefits to disease
conditions that, as of today, have been left unmet," said Alan J. Lewis, Chief
Executive Officer of Medistem. "We look forward to working with Intrexon and
advancing ERCs to the next level."
Pursuant to the definitive agreement, Medistem stockholders will receive in
exchange for each share of Medistem common stock $0.27 in cash and $1.08 worth
of Intrexon common stock, based on the 20-day volume-weighted average price of
Intrexon's common stock immediately prior to closing. Consummation of the
agreement pursuant to which Intrexon agreed to acquire Medistem is subject to
Intrexon's satisfactory completion of its due diligence of Medistem and its
technology, customary closing conditions and Medistem stockholder approval.
About Intrexon Corporation
Intrexon Corporation (NYSE: XON) is a leader in synthetic biology focused on
collaborating with companies in Health, Food, Energy and the Environment to
create biologically-based products that improve the quality of life and the
health of the planet. Through the company's proprietary UltraVector®
platform, Intrexon provides its partners with industrial-scale design and
development of complex biological systems. The UltraVector® platform delivers
unprecedented control over the quality, function, and performance of living
cells. We call our synthetic biology approach and integrated technologies
Better DNA®, and we invite you to discover more at www.dna.com.
About Medistem, Inc.
Medistem, Inc. is developing ERC-124, a universal stem cell product derived
from the endometrium. ERC-124 possesses specialized abilities to stimulate
new blood vessel formation and can differentiate into lung, liver, heart,
brain, bone, cartilage, fat and pancreatic tissue. These unique properties
have potential applications for treatment of Critical Limb Ischemia (CLI),
Congestive Heart Failure (CHF), neurodegenerative diseases, liver failure,
kidney failure, and diabetes. ERC-124 has been cleared by the FDA to begin a
CLI clinical trial in the United States.
Intrexon, UltraVector, RheoSwitch Therapeutic System, and Better DNA are
trademarks of Intrexon and/or its affiliates. Other names may be trademarks
of their respective owners.
Additional Information and Where to Find It
In connection with the proposed transaction, Intrexon will file with the
Securities and Exchange Commission a Registration Statement on Form S-4 that
includes the preliminary proxy statement of Medistem and that will also
constitute a prospectus of Intrexon. The information in the preliminary proxy
statement/prospectus is not complete and may be changed. Intrexon may not sell
the common stock referenced in the preliminary proxy statement/prospectus
until the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission becomes effective. The preliminary proxy
statement/prospectus and this press release are not offers to sell Intrexon
securities and are not soliciting an offer to buy Intrexon securities in any
state where the offer and sale is not permitted.
The definitive proxy statement/prospectus will be mailed to shareholders of
Medistem. INTREXON AND MEDISTEM URGE INVESTORS AND SECURITY HOLDERS TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
Investors and security holders will be able to obtain free copies of the
Registration Statement on Form S-4 and definitive proxy statement/prospectus
(when available) and other documents filed with the Securities and Exchange
Commission by Intrexon through the web site maintained by the Securities and
Exchange Commission at www.sec.gov. Free copies of the Registration Statement
on Form S-4 and definitive proxy statement/prospectus (when available) and
other documents filed with the Securities and Exchange Commission can also be
obtained on Intrexon's website at www.dna.com.
Medistem and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the stockholders of
Medistem in connection with the merger. Information about the directors and
executive officers of Medistem is set forth in Medistem's registration
statement initially filed with the SEC on July 9, 2013 and as amended.
Additional information regarding the interests of these participants and other
persons who may be deemed participants in the merger may be obtained by
reading the proxy statement/prospectus regarding the proposed transaction when
it becomes available.
Safe Harbor Statement
Certain statements herein may be forward-looking and involve risks and
uncertainties. Such forward-looking statements involve assumptions, known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Intrexon Corporation or Medistem Inc.
These can be identified by the use of forward-looking words, such as
"believes", "expects", "may", "intends", "anticipates", "plans", "estimates",
or any other analogous or similar expressions intended to identify
forward-looking statements. These forward-looking statements and estimates as
to future performance, estimates, and other statements contained herein
regarding matters that are not historical facts, are only predictions and
actual events or results may differ materially. We cannot assure or guarantee
that any future results described in this press release will be achieved, and
actual results could differ materially as a result of a variety of factors,
including the risks that a merger may not occur, Medistem's ERC are capable of
forming and generating different tissues including heart, brain, pancreas,
liver, bone, cartilage and lung, that ERCs in combination with Intrexon's
UltraVector® multi-gene engineering, proprietary Cell Systems Informatics, and
RheoSwitch Therapeutic System®, Medistem's ERCs have the potential to treat
acute disease conditions, such as cancer, wound healing, and cardiovascular
disease or that in addition to their therapeutic benefits, ERCs could be
modified to produce genes of interest.
The risks included above are not exhaustive. Other factors that could
adversely affect Intrexon or Medistem's business and prospects are described
in the filings made by the each Company with the SEC. The Companies expressly
disclaim any obligation or undertaking to release publicly any updates or
revisions to any such statements presented herein to reflect any change in
expectations or any change in events, conditions or circumstances on which any
such statements are based.
For more information contact:
Vice President Corporate Communications
Tel: +1 (561) 410-7023
John P. Salvador
Chief Operating Officer
Tel: +1 (626) 644-6092
SOURCE Intrexon Corporation
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