ORGENESIS INC. (OTCMKTS:ORGS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed on February 2, 2020, Orgenesis Inc. ( \”Orgenesis\”) entered into a Stock Purchase Agreement (the \”Purchase Agreement\”) with GPP-II Masthercell LLC (\”GPP\” and together with Orgenesis, the \”Sellers\”), Masthercell Global Inc. (\”Masthercell\”) and Catalent Pharma Solutions, Inc. (the \”Buyer\”). to the terms and conditions of the Purchase Agreement, Sellers agreed to sell 100% of the outstanding equity interests of Masthercell to Buyer (the \”Sale\”) for an aggregate nominal purchase price of $315 million, subject to customary adjustments. The Company determined that the Masthercell business met the criteria to be classified as a discontinued operation.
On February 10, 2020, the Sale was consummated in accordance with the terms of the Purchase Agreement. After accounting for GPP\’s liquidation preference and equity stake in Masthercell as well as SFPI – FPIM\’s interest in MaSTherCell S.A., distributions to Masthercell option holders and transaction costs, Orgenesis received approximately $126.7 million at the closing of the Sale transaction, of which $7.2 million was used for the repayment of intercompany loans and payables. Included in this amount is $1.4 million which was deposited into an escrow account in connection with potential adjustments based on working capital and indebtedness at closing. Orgenesis expects to use the net proceeds from the Sale to continue to grow its point-of-care cell therapy business and to further the development of Advanced Therapy Medicinal Products.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
The following unaudited pro forma condensed combined financial statements giving effect to the Sale are attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
• Unaudited pro forma condensed combined balance sheet as of September 30, 2019;
• Unaudited pro forma condensed combined statement of operations for the years ended November 30, 2018 and November 30, 2017;
• Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2019; and
• Unaudited pro forma condensed combined statement of operations for the transition month December 2018.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
Orgenesis Inc. Exhibit
EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Orgenesis Inc.: Exhibit 99.1 – Filed by newsfilecorp.com Exhibit 99.1 Unaudited Pro Forma Condensed Balance Sheet (Dollars in Thousands,…
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About ORGENESIS INC. (OTCMKTS:ORGS)
Orgenesis Inc. is a regenerative therapy company. The Company operates through two segments: Contract Development and Manufacturing Organization (CDMO) and Cellular Therapy Business (CTB). The CDMO activity is operated by the Company’s subsidiary, MaSTherCell SA, which specializes in cell therapy development for advanced medicinal products. MaSTherCell is providing two types of services to its customers: process and assay development services and good manufacturing practice (GMP) contract manufacturing services. The CTB activity is based on its technology that demonstrates the capacity to induce a shift in the developmental fate of cells from the liver and differentiating (converting) them into pancreatic beta cell-like insulin producing cells for patients with Type I Diabetes. It intends to advance a product that combines cell-based therapy and regenerative medicine, Autologous Insulin Producing (AIP) cells, into clinical development.