ThermoGenesis (KOOL) to Acquire TotipotentRx in All-Stock Deal

July 16, 2013 7:06 AM EDT
ThermoGenesis Corp. (Nasdaq: KOOL) and TotipotentRx Corporation announced that they have entered into a definitive merger agreement. The combined company is expected to become one of the first fully integrated regenerative medicine companies, developing clinically validated, commercially scalable, point-of-care cell therapies for major therapeutic markets, including orthopedic, cardiovascular and neurologic indications.

Under terms of the agreement, ThermoGenesis will issue approximately 12,491,000 shares of its common stock to TotiRx which equates to a value of approximately $18.6 million, based on ThermoGenesis' closing stock price of $1.49 on July 15, 2013. The merger agreement has been unanimously approved by the board of directors of each company. The transaction is expected to close in the fourth quarter of calendar year 2013 and is subject to customary closing conditions, certain financial conditions, regulatory approvals and approval by the shareholders of ThermoGenesis and TotiRx. The combined company is expected to be named Cesca Therapeutics and will continue to trade on NASDAQ under the ticker symbol KOOL.

Matthew T. Plavan Chief Executive Officer of ThermoGenesis will serve as Chief Executive Officer of the new organization, and Kenneth L. Harris, Chairman and Chief Executive Officer of TotiRx, will serve as President. In addition to his role as President, Mr. Harris will join the Board of Directors of the new company.

Roth Capital Partners acted as financial advisor to ThermoGenesis and rendered a Fairness Opinion to its Board of Directors in this transaction and Weintraub Tobin Chediak Coleman Grodin Law Corporation acted as legal counsel to ThermoGenesis.

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