Shareholders Overwhelmingly Approve the Sale as Osiris Prepares for
Commercialization of its Next Generation Stem Cell Therapies
Osiris Therapeutics, Inc. (NASDAQ:OSIR) today announced that it has
closed its definitive agreement with NuVasive, Inc. (NASDAQ:NUVA) for
the purchase of the Osteocel business in a transaction worth up to $137
million. Osiris shareholders approved the transaction; shareholder
approval was the last major condition of closing. As a result of closing
the deal, Osiris has received a $35 million payment from NuVasive. The
completion of the transaction allows Osiris to focus on the launch of
its next generation stem cell therapies, including Prochymal and
Chondrogen.
At a special meeting of Osiris shareholders held today, over 20.2
million shares were cast in favor of the transaction with only 11,389
opposed. Additionally, a motion for a temporary restraining order filed
yesterday by Orthofix to prevent the closing was denied following a
hearing in Federal Court, clearing the way for the transaction.
In May 2008, Osiris announced its intent to sell Osteocel to NuVasive.
The Transaction is composed of two major agreements - an asset purchase
agreement worth up to $85 million and an 18 month product supply
agreement worth an additional $52 million in revenue. The asset purchase
agreement includes an initial upfront payment of $35 million and up to
$50 milestone payments, including $22.5 million in milestone payments
for the delivery of product, an additional $12.5 million milestone
payment upon transfer of certain manufacturing assets, and a $15 million
payment upon NuVasive’s achievement of $35
million in cumulative Osteocel sales. It is anticipated that these
milestones will be reached by the end of 2009.
About Osiris Therapeutics
Osiris Therapeutics, Inc. is a leading stem cell therapeutic company
focused on developing and marketing products to treat medical conditions
in the inflammatory, orthopedic and cardiovascular areas. Osiris
currently markets and sells Osteocel for regenerating bone in orthopedic
indications. Prochymal is being evaluated in Phase III clinical trials
for three indications, including acute and steroid refractory Graft
versus Host Disease and also Crohn's disease, and is the only stem cell
therapeutic currently designated by FDA as both an Orphan Drug and Fast
Track product. Osiris also has partnered with Genzyme Corporation to
develop Prochymal as a medical countermeasure to nuclear terrorism and
other radiological emergencies.
