Mergers and Acquisitions

Date: 2017-03-16

Type of information: Company acquisition

Acquired company: PCT, a Caladrius Company (USA - CA)

Acquiring company: Hitachi Chemical Co. America (USA - CA)

Amount: $75 million in cash and $5 million revenue-based milestone

Terms: * On March 16, 2017, Caladrius Biosciences, a cell therapy company with a select therapeutic development pipeline focused on immune modulation, announced that it has signed a definitive agreement in which its remaining 80.1% ownership interest in its PCT subsidiary will be purchased by Hitachi Chemical Co. America, for $75 million in cash. In addition there is the potential for Caladrius to receive an additional cash payment of $5 million if PCT achieves a certain revenue-based milestone. A $5 million payment from Hitachi Chemical to Caladrius was triggered upon signing the Agreement and $70 million is due upon closing the transaction, $5 million of which will be placed into escrow to cover indemnification claims of Hitachi Chemical, if any. The closing is expected to occur in May 2017 subject to approval by Caladrius’ shareholders and customary closing conditions. In addition, the Agreement provides for Hitachi Chemical/PCT to continue to provide development and manufacturing services to Caladrius in connection with Caladrius’s T regulatory cell program, for a period of seven years after closing.

Details: PCT is an industry-leading cell therapy development and manufacturing services provider and is currently 19.9% owned by Hitachi Chemical. This transaction will redefine Caladrius as a cell therapeutics-only development company with multiple proprietary technology platforms and significant capital resources to fund future programs. Caladrius intends to use the proceeds from this transaction for working capital including, among other things, to complete its currently enrolling Phase 2 trial (the Sanford Project: T-Rex Study) for its lead product candidate, CLBS03 for the treatment of recent onset type 1 diabetes, to judiciously and opportunistically identify clinical development pipeline candidates and to fully eliminate the Company’s remaining $5.5 million of outstanding debt.

Related: Technology - Services Production - Manufacturing

Is general: Yes