Australia’s regenerative medicine company, Mesoblast Limited (MSB) announced that it will acquire its United States associate company, Angioblast Systems, Inc. (Angioblast). Additionally, Mesoblast announced it has completed a capital raising of $37 million to fund the acquisition and advance operations of the expanded Mesoblast Group. These funds comprise $24 million invested immediately and $13 million committed subject to both shareholder approval and completion of the acquisition offer.
Mesoblast Chairman Brian Jamieson said: “We are delighted to bring the commercial rights to the patented adult stem cell technology platform under one umbrella. With Mesoblast moving to 100% ownership of Angioblast, Mesoblast shareholders will derive much greater potential benefit from product commercialisation, and from the broader strategic partnerships or collaborations Mesoblast will now be able to conclude.”
The capital was raised from United Kingdom institutional and sophisticated investors, as well as from new and existing Australian investors, at a share price of $1.70, representing a 12% discount to the Company’s closing price on May 3 2010. The placement was managed by Southern Cross Equities to international investors and in conjunction with Lodge Partners to domestic investors.
The acquisition has been structured on an agreed exchange ratio of Mesoblast shares for Angioblast stock. To acquire the remaining fully-diluted Angioblast stock which is not already owned by Mesoblast (approximately 67%), the Company proposes to issue an additional 94.6 million Mesoblast shares to Angioblast security holders. Together with Mesoblast’s current 140.6 million shares on issue, post-acquisition the Mesoblast Group will have a total of up to 235.2 million shares outstanding.
Angioblast stockholders will be given the election to take the acquisition consideration either as 100% Mesoblast fully paid ordinary shares or up to 15% in cash and the balance (a minimum of 85%) in Mesoblast fully paid ordinary shares. The cash component will enable Angioblast stockholders who are subject to United States federal tax to fund the payment of capital gains tax arising as a result of this transaction.
