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 Medicine1 to establish iPS disease cell
banks. CDI recently announced the completion of 2 cGMP2-compliant
iPS cell lines with HLA3 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 peptides6 that can be shaped into
a variety of forms for use as a cellular scaffold7 in regenerative
medicine8 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.