TOKYO and MADISON, Wis., March
30, 2015 /PRNewswire/ -- FUJIFILM Holdings Corporation
(President: Shigehiro Nakajima,)
(TSE: 4901) ("Fujifilm") and Cellular Dynamics International, Inc.
(CEO: Robert J. Palay,) (NASDAQ:
ICEL) ("CDI"), a leading developer and manufacturer of fully
functioning human cells in industrial quantities to precise
specifications, today announced that the two companies have entered
into a definitive agreement whereby Fujifilm will acquire CDI via
an all-cash tender offer to be followed by a second step merger.
Fujifilm aims to acquire all issued and outstanding shares of CDI's
common stock for $ 16.5 per share or
approximately $ 307 million (on a
fully diluted basis). The offer represents a premium of 108% to
CDI's closing price on March 27. Upon
completion of the transaction, CDI will continue to run its
operations in Madison, Wisconsin
and Novato, California as a
consolidated subsidiary of Fujifilm. The announced transaction was
unanimously approved by the Boards of Directors of both
companies.
Under the terms of the agreement, Fujifilm will commence an
all-cash tender offer no later than April 6,
2015. The transaction is conditioned on the tender achieving
the minimum acceptance threshold, regulatory approvals and other
customary conditions. Fujifilm will finance the transaction from
the cash on its balance sheet and the completion of the acquisition
is not subject to any financing conditions. It is anticipated that
the tender offer will close during the second calendar quarter of
2015.
CDI was founded in 2004 and listed on NASDAQ in July 2013. The company had global revenues of
$16.7 million in the year ended,
December 31, 2014 and had 155
employees as of December 31,
2014.
CDI's technology platform enables the production of high-quality
fully functioning human cells, including induced pluripotent stem
cells (iPSCs), on an industrial scale. Customers use CDI's
products, among other purposes, for drug discovery and screening,
to test the safety and efficacy of their small molecule and
biological drug candidates, for stem cell banking, and in the
research and development of cellular therapeutics. CDI's
proprietary iCell product catalogue encompasses 12 different iPSC
based cell types, including iCell Cardomyocytes, iCell Hepatocytes,
and iCell Neurons. During 2014 CDI sold to 18 of 20 top
biopharmaceutical companies.
CDI's technology platform was selected by the California
Institute for Regenerative Medicine[1] to establish iPS disease
cell banks. CDI recently announced the completion of 2
cGMP[2]-compliant iPS cell lines with HLA[3] types which may reduce
the likelihood of transplant immune rejection. CDI also is
developing iPS cells for preclinical studies focused on dry
age-related macular degeneration4 for a National Eye Institute5
program.
Tapping into technologies and know-how accumulated as a result
of leading the field of photographic films, Fujifilm has developed
highly-biocompatible recombinant peptides[4] that can be shaped
into a variety of forms for use as a cellular scaffold[5] in
regenerative medicine[6] in conjunction with CDI's products.
Fujifilm has been strengthening its presence in the regenerative
medicine field over several years, including by acquiring a
majority of shares of Japan Tissue Engineering Co., Ltd. (J-TEC) in
December 2014.
This acquisition of CDI will allow Fujifilm to gain entry into
the area of iPS cell-based drug discovery support services.
Fujifilm also plans to benefit from the combination of CDI's iPS
cell technology and experience and Fujifilm's expertise in material
science, engineering, and J-TEC's quality management systems. The
combination of these will help accelerate product development in
regenerative medicine while expanding the commercial
opportunities.
Commenting on the transaction, Shigetaka
Komori, Chairman and CEO of Fujifilm, said, "We are
delighted to be able to pursue the business from drug discovery to
regenerative medicine with CDI, which develops and manufactures iPS
cells. We have optimal scaffolding material, 'recombinant
peptides', for cell generation and technologies useful for
regenerative medicines such as material science and engineering.
Our group company, Japan Tissue Engineering, markets regenerative
medicine products in Japan. By
welcoming CDI to the Fujifilm Group and by combining the
technologies and knowhow of both companies, we will seek synergies
and efficiencies to be more competitive in the field of drug
discovery and regenerative medicine."
Robert J. Palay, Chairman and CEO
of CDI, added, "CDI has become a leader in the development and
manufacture of fully functioning human cells in industrial
quantities to precise specifications. CDI and Fujifilm share a
common strategic vision for achieving leadership in the field of
regenerative medicine. The combination of CDI's technology with
Fujifilm's technologies, know-how, and resources brings us ever
closer to realizing the promise of discovering better, safer
medicines and developing new cell therapies based on iPSCs."
Fujifilm has successfully transformed its business structure for
growth by expanding from traditional photographic film to other
priority business fields. Positioning the healthcare business as
one of its key growth areas, Fujifilm is seeking to cover
"prevention, diagnosis, and treatment" comprehensively.
Fujifilm will disclose the impact of the purchase on its
consolidated financial results for the fiscal year ending
March 2016 once said impact is
determined.
Goldman, Sachs & Co. is acting as financial advisor to
Fujifilm and Morrison & Foerster LLP is acting as its legal
counsel. JP Morgan is acting as financial advisors to CDI and
Sidley Austin LLP is acting as legal counsel.
MEDIA CONTACTS:
- FUJIFIILM Holdings Corporation, Corporate Planning Division,
Corporate Communications office :
Tel: +81-3-
6271-2000
- Edelman U.S.A.:
Tel. +1-212-729-2463; Mobile
+1-646-775-8337 (Suvanto)
Tel. +1- 212-642-7737; Mobile +1-917-283-8437 (Bowles)
- CDI Corporate Communications:
Tel.
+1-608-310-5142
Joleen Rau Senior Director, Marketing & Communications,
Cellular Dynamics International, Inc.
jrau@cellulardynamics.com
NOTES TO EDITORS
About Cellular Dynamics International,
Inc.
Cellular Dynamics International Inc.,
(CDI) is a developer and manufacturer of fully functioning cells in
industrial quantities to precise specifications. CDI's proprietary
products include true human cells in multiple cell types (iCell
products), human induced pluripotent stem cells (iPSCs) and custom
iPSCs and iCell products (MyCell Products). CDI's products provide
standardized, easy-to-use, cost-effective access to the human cell,
the smallest fully functioning operating unit of human biology.
Customers use our products, among other purposes, for drug
discovery and screening, to test the safety and efficacy of their
small molecule and biological drug candidates, for stem cell
banking, and in the research and development of cellular
therapeutics. CDI was founded in 2004 by Dr. James Thomson, a pioneer in human pluripotent
stem cell research at the University of
Wisconsin-Madison. CDI's facilities are located in
Madison, Wisconsin, with a second
facility in Novato,
California.
See: www.cellulardynamics.com.
About FUJIFILM Holdings Corporation
FUJIFILM Holdings Corporation is the holding company of the
Fujifilm Group with three operating companies, FUJIFILM
Corporation, Fuji Xerox Co., Ltd. and Toyama Chemical Co., Ltd.
under its umbrella. The group's priority business fields are:
healthcare such as medical equipment, pharmaceuticals, functional
skin care cosmetics and nutritional supplements; graphic arts such
as printing materials and equipment; documents such as office
equipment/printing; optical devices such as TV camera lenses;
highly functional materials such as LCD materials; digital imaging
such as digital cameras, and Photobook.
See: www.fujifilmholdings.com/en/index.html.
Cautionary statement about forward-looking
statements
This announcement contains certain
statements which constitute "forward-looking statements". These
forward-looking statements may be identified by words such as
'believes', 'expects', 'anticipates', 'projects', 'intends',
'should', 'seeks', 'estimates', 'future' or similar expressions or
by discussion of, among other things, strategy, goals, plans or
intentions. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond
Fujifilm's and CDI's abilities to control or estimate precisely,
such as future market conditions, the behaviors of other market
participants, the effects of the transaction making it more
difficult to maintain existing relationships with employees,
customers or business partners, and other business effects,
including the effects of industry, economic or political
conditions, and therefore undue reliance should not be placed on
such statements. Examples of forward-looking statements in this
press release include, but are not limited to, statements regarding
the proposed acquisition of CDI by Fujifilm, such as: the timing of
the tender offer and the merger; results of the review of the
transaction by regulatory agencies, and any conditions imposed in
connection with consummation of the transaction; and satisfaction
of various other conditions to the closing of the transaction.
Actual results may differ materially from those in the
forward-looking statements. For information regarding other related
risks, please see the "Risk Factors" section of CDI's filings with
the Securities and Exchange Commission (the "SEC"), including its
most recent filings on Form 10-K and Form 10-Q. CDI and Fujifilm
assume no obligation to update these forward-looking statements,
except as required pursuant to applicable law.
Note to investors
The tender
offer to purchase shares of CDI common stock referenced in this
press release has not yet commenced, and this press release is
neither an offer to purchase, nor a solicitation of an offer to
sell, any securities. The tender offer to purchase shares of CDI
common stock will be made only pursuant to a Tender Offer Statement
on Schedule TO containing an offer to purchase, forms of letters of
transmittal and other documents relating to the tender offer (the
"Tender Offer Statement"), which Fujifilm will file with the SEC
and mail to CDI stockholders. At or shortly after the time the
tender offer is commenced, CDI will file a Solicitation /
Recommendation Statement on Schedule 14D-9 with respect to the
tender offer (the "Recommendation Statement"). Investors and
security holders of CDI are advised to read the Tender Offer
Statement and Recommendation Statement carefully when they become
available, before making any investment decision with respect to
the tender offer because they will contain important information
about the tender offer. Investors and security holders of CDI also
are advised that they may obtain free copies of the Tender Offer
Statement and other documents filed by Fujifilm with the SEC (when
these documents become available) and the Recommendation Statement
and other documents filed by CDI (when these documents become
available) on the SEC's website at http://www.sec.gov. In addition,
free copies of the Tender Offer Statement and related materials may
be obtained (when these documents become available) from Fujifilm's
website at http://www.fujifilmholdings.com/en/investors/index.html;
and free copies of the Recommendation Statement and related
materials may be obtained (when these documents become available)
from CDI's website at www.cellulardynamics.com.
1 CIRM was established in 2004 to research stem cell
and regenerative medicine technologies for application in diagnosis
and therapy of chronic disease and injury.
2 Good Manufacturing Practice is a set of standards
for managing quality in the manufacture of pharmaceuticals.
Originally produced by the World Health Organization (WHO), each
country adapts it to its own needs. In the US, the Food and Drug
Administration (FDA) has outlined what it calls cGMP (current
GMP).
3 Human leukocyte antigen exists in nearly all cells
and fluids, and plays a key role in determining tissue
compatibility (key to the human immune system). Matching HLA types
is key to hematopoietic stem cell transplants and organ
transplants, as cells without matching HLA are considered foreign
invaders by the immune system and attacked (resulting in immune
rejection).
4 Age-related macular degeneration occurs when the
macular area at the center of the retina, which senses light at the
back of the eye, degenerates due to age. As the condition
progresses, it can lead to blindness. The wet form of the condition
occurs when fragile blood vessels descend from the bottom of the
retina, while the dry form of the condition is due to other causes.
The worldwide patient population is estimated at 30 million people.
Current treatments for wet macular degeneration are photodynamic
therapy, photocoagulation therapy, and anti-VEGF drugs, although
none of these results in a complete cure. There are currently no
effective treatments for the dry form of the disease. In
Japan the wet form of the disease
accounts for about 90% of cases, while in the U.S. the dry form
accounts for about 90% of cases.
5 The NEI is a division of the US National Institute
of Health devoted to researching and supporting treatments for eye
diseases.
6 Synthetic proteins modelled on human Type 1
collagen manufactured with yeast cells using genetic engineering
techniques.
7 Cells attach to an extracellular material (also
called extracellular matrix or scaffold), which provides a
structure necessary for normal growth.
8 Regenerative medicine uses artificially-grown cells
and tissues to regenerate damaged organs or tissues to restore
functionality to affected areas. Regenerative medicine involves
three key facets: 1) cells which differentiate and proliferate to
become human tissue, 2) growth factor cytokines to induce cell
differentiation and proliferation, and 3) a scaffold on which cells
can grow and proliferate normally.
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SOURCE FUJIFILM Holdings Corporation; Cellular Dynamics
International