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Astellas Pharma (TSE: 4503) Extends tender offer to acquire all outstanding shares of Ocata Therapeutics (OCAT)

December 18, 2015 6:52am

A little trouble with “the” shareholders … who management purported to represent?

Astellas has extended, through its indirect wholly-owned subsidiary Laurel Acquisition Inc. (Laurel), the offering period of the tender offer to purchase all issued and outstanding shares of common stock of Ocata for a price of US$8.50 per share, net to the holder in cash .

The Tender Offer, which was previously scheduled to expire at 12:00 midnight, U.S. ET, at the end of the day on December 17, 2015, has been extended until 5:00 pm, U.S. ET, on January 21, 2016, unless further extended.

The extension of the Tender Offer will allow OCAT's stockholders more time to tender their Shares into the Tender Offer.

The Bottom Line: After shareholder revolt, Astellas says it needs more time for proposed buyout of Ocata; the gobbly gook (see below) continues with shareholders upset about their representation and share pricing of the offer.

Multiple individual investors in Ocata who say they’ll refuse the sell their shares. As of last week, the owners of 28% of the company’s shares vowed not to sell, according to one investor who is keeping track of the opposition to the buyout on a public website.

Interesting dilemma as many are concerned with the self-serving interests of management! A lesson to be learned by many CEOs …

OCAT traded at $8.49

In connection with the extension of the expiration of the Tender Offer, Astellas, Ocata and Laurel entered into an amendment to the Merger Agreement dated November 10, 2015, to modify one of the conditions to the Tender Offer, so that Astellas is not obligated to purchase any tendered Shares in the Tender Offer unless there has been validly tendered to Laurel in the Tender Offer, and not validly withdrawn before the expiration of the Tender Offer, a number of Shares that, when counted together with Shares, if any, owned by Astellas and its affiliates, equals at least a majority of the Shares issued and outstanding at the expiration of the Tender Offer. Other terms and conditions of the Tender Offer shall remain unchanged during the extended offering period.

35 companies, 1 interpreter!

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