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TOPIC: Astellas to Acquire Ocata formerly ACTC

Astellas to Acquire Ocata formerly ACTC 09 Nov 2015 23:55 #5461

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So- Astellas wasnt ONLY looking at ADRCs - had also other things in mind. Shareholders ( Canadian Joey is one) again, seem to think this is plain highway robbery... :grin: :grin:

TOKYO and MASSACHUSETTS, Nov. 9, 2015 /PRNewswire/ -- Astellas Pharma Inc. (TSE: 4503, President and CEO: Yoshihiko Hatanaka, "Astellas") and Ocata Therapeutics, Inc. (NASDAQ: OCAT, President and CEO: Paul Wotton, "Ocata"), a biotechnology company focused on the research and development of new therapies in the field of regenerative medicine, primarily cell therapy addressing unmet medical needs in ophthalmology patients, announced today that they have entered into a definitive agreement. Under the agreement, Astellas will acquire Ocata through Laurel Acquisition Inc., a wholly-owned subsidiary of Astellas US Holding, Inc. ("Laurel"). The boards of directors of both Astellas and Ocata have unanimously approved the agreement.
Astellas is a pharmaceutical company dedicated to improving the health of people around the world.
Pursuant to the agreement, Laurel will commence a tender offer for all outstanding shares of common stock of Ocata, for a price of US$8.50 per share in cash (the "Tender Offer"). Promptly upon successful completion of the Tender Offer, Laurel will be merged into Ocata, and any remaining shares of common stock of Ocata will be canceled and converted into the right to receive the offer price (except for shares held by stockholders who properly demand appraisal rights under Delaware law). The board of directors of Ocata has resolved to recommend that Ocata's stockholders tender into the Tender Offer.
Each of the directors and executive officers of Ocata entered into support agreements with Astellas and Laurel, pursuant to which such directors and officers, among other things, agreed to tender the shares of common stock of Ocata that they hold into the Tender Offer. Shares held by these directors and officers represent, in the aggregate, approximately 1.7% of the share of common stock of Ocata outstanding on this date.
The acquisition of Ocata represents the coming together of two companies with significant accomplishments and a shared commitment to development innovative therapies that address the unmet medical needs of patients suffering from severe ophthalmic diseases. The acquisition also represents a step toward achieving Astellas' Strategic Plan 2015-2017.
Further, acquiring Ocata will enable Astellas to establish a presence in ophthalmology and a leading position in cell therapy.
"We highly value Ocata's R&D capabilities, including its world-leading researchers in cell therapy," commented Yoshihiko Hatanaka, President and CEO, Astellas. "We're confident that we will turn innovative science into value for patients through the creation of new value by combining both companies' capabilities under 'One Astellas,' where Ocata will be taking a key role in Astellas' R&D in ophthalmology and cell therapy."
Paul Wotton, Ph.D., President and CEO, Ocata said, "I am impressed by the vision and commitment of Astellas and believe that with their global resources behind our regenerative platform, patients suffering from debilitating diseases like AMD and SMD will soon benefit from having access to regenerative medicine."

The PDF below explains the transaction


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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Astellas to Acquire Ocata formerly ACTC 10 Nov 2015 05:57 #5464

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So, what I was going to say was Astellas must have liked that wet AMD story out of Okyanos.

Many years and still no action on the Liver App.

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Astellas to Acquire Ocata formerly ACTC 10 Nov 2015 18:14 #5469

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So Astellas is in talks with Cytori about liver and doesn't pull the trigger. Surely Cytori spoke to Astellas about other opportunities, especially since the new regmed laws in Japan have been implemented. The question is why did Astellas pass on Cytori? Is it the autologous model holding them back? Its possible but the mini lipo hasn't been a hurdle to all the fat stem cell clinics operating illegally in the .U.S. Let's hope this new guy in Japan can make a difference.

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Astellas to Acquire Ocata formerly ACTC 11 Nov 2015 08:03 #5470

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Medical devices and drug therapeutics are often considered differently in medical practices. Cytori is still considered a medical device company. Inside Fujisawa (now Astellas), the mentality is still favoring off-shelf medicine rather than drug delivery devices. I think most pharmaceutical companies do not want to cross the line into a new market, which Cytori has to create (Okyano is probably the model to follow). I think most pharmaceutical companies think the market that Cytori is in is small, since it does not fit into the current medical practice. When I was at the DuPont company (for 5 years in the Biomedical Division in Wilmington), they favored blood product devices as well as pharmaceuticals, because they were also selling medical devices through the former New England Nuclear and not the former Endo Pharmaceuticals. Too bad that the FDA has made things rather muddy putting Cytori in the middle of medical device and drug therapeutics and yet the approval process is more in the drug camp ( a more expensive and time consuming route).

I think the main reason for Cytori's US strategy in scleroderma is simple: niche and simple with just a few US centers to penetrate.

I think for immediate return of investment (sales and marketing), we still have to rely on Japan, China and the Far East (Taiwan and Korea) for continuing growth. The cost of an Okyano setup is low and the people there would take a greater risk to venture a new medical practice.
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Astellas to Acquire Ocata formerly ACTC 12 Nov 2015 11:37 #5474

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Astellas to Acquire Ocata formerly ACTC 12 Nov 2015 12:14 #5475

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So at 100% premium Cytori goes for just under .75. Not exactly what I had in mind. :bang: :puke:

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Astellas to Acquire Ocata formerly ACTC 12 Nov 2015 12:37 #5476

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Me neither Roth. But it is a good sign that Astellas ponied up $360,000,000 for a company with a less advanced clinical pipeline.

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Astellas to Acquire Ocata formerly ACTC 12 Nov 2015 12:55 #5477

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Thanks for sharing WST

Couldnt help the giggle at the SUI mention. No mention of scleroderma ? No mention of Astellas history with CYTX ?

ATHX going after ARDS was a eye opener....not because I really don't follow the company but I would consider such a pursuit a failure right off the bat. Maybe I'll check their website on how they plan to tackle that one.

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Astellas to Acquire Ocata formerly ACTC 12 Nov 2015 13:04 #5478

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Hedge, Scleroderma was mentioned right before the link to SUI. Agreed, ADRS is a difficult one but they obtained external funding to get started on the first trial. I do believe that they have made a good case for stroke even if they missed the endpoints. Look at HART today on pre-clinical news. Regarding Astellas connection to Cytori, no mention because it a more of a general article about the sector. Does anyone know for sure if they still own shares? Must have sold by now.

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Astellas to Acquire Ocata formerly ACTC 12 Nov 2015 17:54 #5480

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I did see they got a 2 million grant for the ARDS study.
Sorry I missed the scleroderma mention.

HART...nice pop...few shares...still couldn't break-out though.

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Astellas to Acquire Ocata formerly ACTC 25 Jan 2016 13:42 #6101

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Astellas fell 3% short in last astest extended tender offer extended tender offer. Just filed this new shareholder letter in which I see many parallels to Cytori except that our clinical pipeline is way more advanced....


Dear Ocata Stockholder,

We are writing to you today because you hold shares of Ocata Therapeutics’ common stock.

Astellas Pharma has agreed to acquire Ocata Therapeutics in an all cash transaction valued at $8.50 per share and is committed to the completion of this transaction.

The Board of Directors of Ocata Therapeutics has unanimously approved the acquisition and recommends that stockholders accept the offer and tender their shares into the offer.

Why does the Board of Directors of Ocata unanimously support this deal and recommend that YOU TENDER YOUR SHARES? Why have all members of the senior management team (including our scientific founder, Dr. Robert Lanza) tendered their shares?


• Ocata’s current scientific programs are early in development and will require significant future capital to advance.



• On a standalone basis, Ocata lacks sufficient capital to advance many of its pre-clinical programs, and will therefore encounter challenges realizing value from these programs.



• Ocata’s Board of Directors and management team believe that raising future capital through the equity markets is highly risky and would be dilutive to the stock price. There is no guarantee that Ocata will be able to attract sufficient capital at acceptable terms, particularly in current market conditions.


• Ocata is attempting to initiate dosing in its phase 2 trials, but it has been delayed in doing so. The delay could continue, and this could hinder Ocata’s ability to attract new capital.


• An inability to raise sufficient capital in the near term could result in a significant slow-down of Ocata’s operations, or jeopardize the continuance of Ocata’s operations.


• The company attempted to raise capital in December 2014, but was unable to complete a stock offering. The company did raise capital in June 2015, but had to issue potentially dilutive warrants to complete the financing.


• Conditions in the capital markets for small biotechnology companies have deteriorated significantly; the Wells Fargo Biotechnology Small Cap Index (BIOSC) has declined by 23.5% since the beginning of 2016, by 26% since the announcement of the Astellas transaction, and by almost 37% since Ocata priced its equity offering in June 2015.


• Prior to agreeing to the acquisition with Astellas on November 10, 2015, Ocata engaged in or sought to engage in discussions with other companies believed to be the most likely candidates to pursue a business combination with or acquisition of Ocata. Ocata did not receive any additional acquisition proposals. Additionally, since the announcement of the tender offer on November 19, 2015, no other proposals have been received from any other company.


• Ocata’s Board of Directors determined that, given the issues noted above and the overall execution risk associated with Ocata’s business plan, $8.50 per share is more favorable to Ocata stockholders than Ocata remaining an independent public company.



• $8.50 per share is 90% higher than Ocata’s share price on the day prior to announcement of the transaction.

• The offer is 101% higher than Ocata’s volume-weighted average price for the 90 days prior to announcement of the transaction.

In order for the acquisition to be completed and for you to receive your cash, more than 50% of the outstanding shares must be tendered into the offer.

If less than 50% of the outstanding shares are tendered, the transaction will not close and you will NOT receive $8.50 per share in cash. Instead, you will continue to own shares of Ocata, the price of which was $4.46 on the day before the Astellas deal was announced. If the transaction is not completed, there can be no assurance that the Ocata stock price will remain at a range near that $4.46 price. The Wells Fargo Biotechnology Small Cap Index has declined by 26% since that day.

What do you need to do?

The tender offer is scheduled to expire on February 9, 2016 at 5:00pm EST.

If you hold your shares at a bank or broker and would like to tender your shares into the offer, you should promptly instruct your bank or broker to act on your behalf. If you hold your shares directly (paper certificates) and wish to tender your shares, please complete the enclosed Letter of Transmittal and return it in the enclosed envelope so that it arrives before the February 9, 2016 expiration date.



If you have questions about the offer, or are unclear about what to do, please contact the information agent: Georgeson Inc. at (866) 278-8941. If you have questions about Ocata’s perspective on the Offer, or are unclear about how to respond to the offer, you may contact InvestorCom at (877) 972-0090.

If you have already tendered your shares in the offer, you do not need to take any further action.

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Astellas to Acquire Ocata formerly ACTC 25 Jan 2016 15:11 #6102

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Our pipeline may be more advanced but our share price is pathetic. Guessing the next insult to Cytori shareholders will be a buyout at .50
with management securing themselves nice new jobs , with a golden parachute at the company that steals the technology. That would be par for the course :bang: :bash: :puke: :evil:

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Astellas to Acquire Ocata formerly ACTC 25 Jan 2016 18:26 #6103

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rothco619 wrote: Our pipeline may be more advanced but our share price is pathetic. Guessing the next insult to Cytori shareholders will be a buyout at .50
with management securing themselves nice new jobs , with a golden parachute at the company that steals the technology. That would be par for the course :bang: :bash: :puke: :evil:



Dang. I better double down at these prices to get my double or even triple.

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Astellas to Acquire Ocata formerly ACTC 26 Jan 2016 11:25 #6109

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Fifty cents without a reverse split looks good to me at this point. I don't see it. The chances for Hedrick and Rickey to suck anyone into investing more capital into this ponzi scheme are quickly evaporating.

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Astellas to Acquire Ocata formerly ACTC 26 Jan 2016 14:10 #6111

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Fatboy, I agree Hedrick and Rickey have sucked the golden cow dry and the golden goose has laid an egg and it ain't golden. While I take responsibility for my mistake in investing in Cytori it is clear to me that those on this board who were " in the inner circle " and communicating with CC, Saad etc. were clearly sold a bill of goods. While I questioned the member of the inner circle who suggested this investment to me on numerous occasions about the obvious mistakes that were made over and over, they held fast to the story that this was going to work out. I don't remember who the poster was on the YMB who insisted that this was nothing more then a glorified centrifuge , but I fear he is right. Reading between the lines on recent posts of some long timers the fear that the end is near is evident and that the patents that Cytori is so proud of may not be worth the paper they are printed on. Kind of like Cytori stock. Not sure how everyone was so blind as to what was going on, particularly those " in the know" Perhaps there were Foxes in the hen house all along. That's what i'm thinking. :puke:
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Astellas to Acquire Ocata formerly ACTC 26 Jan 2016 15:15 #6112

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Roth,

I hope you are wrong about the intent of others on this board to perpetrate a fraud on their fellow brother "COONS". I too take total responsibility for my investment losses in Cytori. I got greedy and I got burned. I blame no one but I am not naive and I believe there are nefarious individuals that will go to any lengths for the sake of a dollar - or EURO! But that treachery is part of life.

The best part of this journey for me has been the availability of information set forth on this board. I truly enjoy reading the posts here and feel as though I have been able to communicate with some really savvy individuals who are committed to do the research necessary to be successful in investing in the regenerative medicine field.

Lets face it the Cytori story was compelling. You can't win them all!
:vegas:
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Astellas to Acquire Ocata formerly ACTC 26 Jan 2016 17:38 #6113

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*** I don't remember who the poster was on the YMB who insisted that this was nothing more then a glorified centrifuge***

Roth...wasn't the YMB poster totaljim or something like that.

While his rants were partially true the centrifuge was only part of the story. Since Cytori has no cash to defend its patents anyway their worth or worthlessness can not truly be determined I guess but I tend to think they have merit.

The main failures remain as they have for the 9 years I've been here.
1. Poor or better stated, zero balance sheet management.
2. No sales ramp.

A few dozen other mistakes along they way also took their toll.

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