Alliqua BioMedical, Inc. Announces Definitive Asset Purchase Agreement with Celularity, Inc.
05 Enero 2018 - 3:30PM
Alliqua BioMedical, Inc. (NASDAQ:ALQA) (“Alliqua or the “Company”),
a regenerative technologies company committed to restoring tissue
and rebuilding lives, today announced a definitive agreement with
Celularity, Inc. (“Celularity”), under which Celularity will
acquire all of the property, assets and rights relating to the
Company’s advanced biologic wound care business - including
Biovance® amniotic membrane allograft and Interfyl® Human
Connective Tissue Matrix - and the Company’s UltraMist® Therapy
System and other therapeutic ultrasound platform products for an
aggregate cash consideration of $29.0 million. No debt or
significant liabilities are being assumed by Celularity in the
transaction. Alliqua BioMedical’s Board of Directors unanimously
approved entering into the agreement.
“This is a transformative transaction for Alliqua,”
said David Johnson, Chief Executive Officer of Alliqua. “First, we
will be able to strengthen our balance sheet by paying our debt in
full. Second, we believe we will have an appropriate amount
of working capital to drive our operating business forward in a
positive way. Finally, we will evaluate the appropriate
options to allocate capital to maximize shareholder value.”
“The acquisition of Alliqua’s commercial
infrastructure and product portfolio in the field of regeneration
advances Celularity’s goal of bringing back under one entity the
proprietary end-to-end regenerative pipeline that was pioneered by
Celularity’s predecessor company, Anthrogenesis Corporation,”
mentioned Dr. Robert Hariri, Founder and CEO of Celularity.
“This acquisition further positions Celularity to become the world
leader in cell therapy and regenerative medicine, which have the
potential to treat or cure many of today’s most debilitating
illnesses.”
The asset purchase agreement includes all intellectual property
and all license, marketing, development and supply agreements
related to these businesses. The Company’s contract manufacturing
assets and operations are not included in the asset purchase
agreement. The transaction is subject to certain customary closing
conditions, including, among other things, Alliqua BioMedical
stockholder approval. There are no financing conditions associated
with the transaction.
Cowen served as Alliqua’s exclusive financial
advisor in connection with this transaction.
The above description of the definitive agreement does not
purport to be complete and is qualified in its entirety by
reference to the definitive agreements, which Alliqua included as
an exhibit to its Form 8-K filed today with the Securities and
Exchange Commission.
Additional Information and Where to Find
It
This communication is being made in respect of
the proposed asset purchase transaction involving Alliqua and
Celularity. Alliqua will prepare a proxy statement statement for
its stockholders containing the information with respect to the
asset purchase transaction specified in Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, and
describing the proposed asset purchase transaction. When completed,
a definitive proxy statement will be mailed to Alliqua's
stockholders. Alliqua and Celularity may be filing other documents
with the SEC as well. INVESTORS ARE URGED TO CAREFULLY READ
THE PROXY STATEMENT REGARDING THE PROPOSED ASSET PURCHASE
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ASSET PURCHASE TRANSACTION. You may
obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website,
http://www.sec.gov.
About Alliqua BioMedical,
Inc.
Alliqua is a regenerative technologies company
committed to restoring tissue and rebuilding lives. Through its
sales and distribution network, together with its proprietary
products, Alliqua offers solutions that allow clinicians to utilize
the latest advances in regenerative technologies to bring improved
patient outcomes to their practices.
Alliqua currently markets the human biologic
regenerative technologies, Biovance® and Interfyl®. The Company
also markets its UltraMist® Therapy System, which delivers
painless, noncontact low-frequency ultrasound below the wound bed
to promote the healing process.
Alliqua can provide a custom manufacturing
solution to partners in the medical device and cosmetics industry,
utilizing its hydrogel technology. The Company has locations in
Yardley, Pennsylvania, Langhorne, Pennsylvania and Eden Prairie,
Minnesota.
For additional information, please visit
http://www.alliqua.com. To receive future press releases via email,
please visit http://ir.stockpr.com/alliqua/email-alerts.
About Celularity, Inc.
Celularity, headquartered in Warren, New Jersey,
is a biotechnology company that has leading-edge technology and an
associated intellectual property portfolio that uniquely positions
Celularity to harness the power of the placenta. Their asset
portfolio consists of more than 800 granted patents worldwide, as
well as pre-clinical and clinical assets including CAR constructs
for allogeneic CAR-T/NK products, and commercial stage biosourcing
and functional regeneration businesses. For more information,
please visit www.celularity.com. Follow Celularity on Social Media:
@Celularity.
Legal Notice Regarding Forward-Looking
Statements:
This release contains forward-looking
statements. Forward-looking statements are generally identifiable
by the use of words like "may," "will," "should," "could,"
"expect," "anticipate," "estimate," "believe," "intend," or
"project" or the negative of these words or other variations on
these words or comparable terminology. The reader is cautioned not
to put undue reliance on these forward-looking statements, as these
statements are subject to numerous factors and uncertainties
outside of our control that can make such statements untrue,
including, but not limited to, the asset purchase transaction not
being timely completed, if completed at all; prior to the
completion of the asset purchase transaction, Alliqua’s or
Celularity's respective businesses experiencing disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, business
partners or governmental entities; and the parties being unable to
successfully implement integration strategies or realize the
anticipated benefits of the acquisition, including the possibility
that the expected synergies and cost reductions from the proposed
acquisition will not be realized or will not be realized within the
expected time period. In addition, other factors that could
cause actual results to differ materially are discussed in our
filings with the SEC, including our most recent Annual Report on
Form 10-K filed with the SEC, and our most recent Form 10-Q filings
with the SEC. Investors and security holders are urged to read
these documents free of charge on the SEC's web site at
http://www.sec.gov. We undertake no obligation to publicly update
or revise our forward-looking statements as a result of new
information, future events or otherwise.
CONTACT: Investor Relations Alliqua:
Westwicke Partners on behalf of Alliqua Biomedical, Inc.
Mike Piccinino, CFA +1-443-213-0500
AlliquaBiomedical@westwicke.com
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