UK-based Stem Cell Sciences has entered into a definitive agreement with StemCells, a US-based biotechnology company, for the sale of the trading subsidiaries of the company and certain ancillary agreements, assets, properties and rights for a maximum total consideration of approximately $4.84 million.
Under the terms of the asset purchase agreement, StemCells will acquire substantially all of the operating assets and liabilities of Stem Cell Sciences (SCS), including its R&D operations in Cambridge, UK and near Melbourne, Australia, and substantially all its intellectual property portfolio. It is expected that most of SCS’s approximately 20 full-time current staff will remain with StemCells upon completion of the transaction.
StemCells will acquire the operating subsidiaries and certain related assets of SCS for 2.65 million shares of StemCells common stock and approximately $715,000 of waived loan entitlements. The transaction is subject to customary closing conditions, including the approval of the shareholders of SCS in a general meeting.
The transaction is expected to close within two months, after which SCS expects to wind down its operations and distribute proceeds from the sale of the acquisition shares, less its transaction and wind-down expenses, to its stockholders.
Martin McGlynn, president and CEO of StemCells, said: This proposed acquisition will combine three distinct stem cell platforms, adult, embryonic and iPS cells, for both therapeutic and drug discovery applications, and will position StemCells to diversify and pursue near-term commercialization opportunities while continuing to develop our cell-based therapeutic products.