TORONTO, ONTARIO--(Marketwire - March 28, 2013) - Stem Cell Therapeutics Corp. (TSX VENTURE:SSS) ("SCT"), a life sciences company developing stem cell-related technologies, today announced that it has signed a definitive debenture purchase and merger agreement with Trillium Therapeutics Inc. ("Trillium") and its debenture holders, who also comprise the preferred shareholders. The debenture holders, who intend to vote in favour of the merger at a meeting of shareholders of Trillium to be held on April 5, 2013, have converted their preference shares to common shares and now hold greater than the two-thirds majority of the common shares required to approve the merger. SCT believes that the merger will be concluded, subject to certain events required by SCT.
SCT and Trillium previously announced the signing of a Letter of Agreement on February 4, 2013, and provided the details of the merger. The originally anticipated closing date of March 31, 2013 has been extended by mutual consent of SCT and Trillium to accommodate the timing of the Trillium shareholder meeting.
SCT also announced that it has met the conditions to exercise the option to exclusively license the clinical stem cell program from the University Health Network and MaRS Innovation announced on November 7, 2012, and is proceeding to finalize the corresponding license agreement.
In other news, the Company has closed its U.S. private placement offering of units. Gross proceeds from the two financings, including the previously announced shelf prospectus drawdown on March 15, 2013, now total $3,185,080. Griffin Securities and Roth Capital Partners served as financial advisors in the U.S.
This news release shall not constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Stem Cell Therapeutics:
Stem Cell Therapeutics Corp. (TSX VENTURE:SSS) develops stem cell-based therapeutics through partnerships with research institutions and technology transfer organizations. SCT's objectives include the sourcing and acquisition of stem cell-related development opportunities, and securing capital for the advancement of its licensed or acquired products. The Corporation's intended corporate acquisitions and licensed acquisitions are positioning it principally in the field of cancer stem cell therapeutic development. SCT is a member of the Centre for Commercialization of Regenerative Medicine consortium. For more information, visit: www.stemcellthera.com
Forward Looking Statements
This press release may contain forward-looking statements, which reflect SCT's current expectation regarding future events. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the closing of the offering; SCT's ability to obtain financing in connection with the proposed transaction with Trillium; uncertainties as to the timing and closing of the proposed transaction with Trillium; the satisfaction of the conditions precedent to the completion of the proposed transaction with Trillium; the satisfaction of the conditions precedent to the exercise of the option to acquire a license to certain technologies owned by University Health Network; the exercise of the option to acquire a license to certain technologies owned by University Health Network; the execution and delivery of a definitive license agreement with University Health Network if SCT determines to exercise the University Health Network option; changing market conditions; the successful and timely completion of pre-clinical and clinical studies; the establishment of corporate alliances; the impact of competitive products and pricing; new product development risks; uncertainties related to the regulatory approval process or the ability to obtain drug product in sufficient quantity or at standards acceptable to health regulatory authorities to complete clinical trials or to meet commercial demand; and other risks detailed from time to time in SCT's ongoing quarterly and annual reporting, including in the base shelf prospectus dated March 1, 2011 and any prospectus supplement. Except as required by applicable securities laws, SCT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.