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OSIR > SEC Filings for OSIR > Form 8-K on 11-Oct-2013All Recent SEC Filings

Show all filings for OSIRIS THERAPEUTICS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for OSIRIS THERAPEUTICS, INC.


11-Oct-2013

Entry into a Material Definitive Agreement, Completion of Acquisition o


Item 1.01 Entry into a Material Definitive Agreement

Osiris Therapeutics, Inc. (the "Company") and Mesoblast Limited (ASX:MSB; USOTC:MBLT), through its wholly owned subsidiary, Mesoblast International Sárl ("Mesoblast"), entered into a Purchase Agreement, dated October 10, 2013, pursuant to the terms of which the Company sold to Mesoblast the Company's culture expanded mesenchymal stem cell business, including Prochymal and other related assets. The Purchase Agreement provides for payment to the Company of $50 million in initial consideration, and payment of up to an additional $50 million upon the achievement by Mesoblast of certain clinical and regulatory milestones. Additionally, the Company will be entitled to earn low single to double digit cash royalties on future sales by Mesoblast of Prochymal and other products utilizing the acquired ceMSC technology.

Of the $50 million in initial consideration, $35 million is payable in cash, and the balance ($15 million) will be paid in a combination of cash and Mesoblast ordinary shares, at the discretion of Mesoblast, upon completed delivery of the ceMSC assets. Any payments made in Mesoblast ordinary shares will be subject to a one year holding period, but will be afforded downside protection for a drop in the Mesoblast share price over the holding period.

Also pursuant to the Purchase Agreement, the Company has retained a royalty free license to all transferred intellectual property, insofar as necessary to continue in its other businesses, including its Biosurgery business, but has also agreed not to compete with Mesoblast in the ceMSC business for a period of eight years. The Company expects to use the proceeds from this transaction to continue to pursue and expand its Biosurgery business.

The Purchase Agreement contains representations, warranties and other undertakings which the Company believes to be typical for transactions of this type.

A copy of the Company's Press Release dated October 10, 2013, announcing the transaction is furnished as Exhibit 99.1 hereto.

The above discussion is qualified in its entirety by the actual terms and provisions of the Purchase Agreement. The Press Release is also so qualified in its entirety.



Item 2.01 Completion of Acquisition or Disposition of Assets

On October 10, 2013, the Company and Mesoblast Limited, through its wholly owned subsidiary, entered into the Purchase Agreement and a closing occurred. At the closing, the Company sold to Mesoblast the Company's culture expanded mesenchymal stem cell business, including Prochymal and other related assets. The company delivered a bill of sale and other conveyance instruments, and committed to the delivery in due course of various assets covered by the Purchase Agreement. The Purchase Agreement provides for payment to the Company of $50 million in initial consideration and payment of up to an additional $50 million upon the achievement by Mesoblast of certain clinical and regulatory milestones. Additionally, the Company will be entitled to earn low single to double digit cash royalties on future sales by Mesoblast of Prochymal and other products utilizing the acquired ceMSC technology.

Of the $50 million in initial consideration, $35 million is payable in cash, and the balance ($15 million) will be paid in a combination of cash and Mesoblast ordinary shares, at the discretion of Mesoblast, upon completed delivery of the ceMSC assets. Any payments made in Mesoblast ordinary shares will be subject to a one year holding period, but will be afforded downside protection for a drop in the Mesoblast share price over the holding period.

The above discussion is qualified in its entirety by the actual terms and provisions of the Purchase Agreement.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

None

(b) Pro forma financial information.

In accordance with Item 9.01(b)(1) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K is attached hereto as Exhibit 9.1 .

(d) Exhibits.

9.1 Unaudited pro forma financial statements of the Company for the six months ended June 30, 2013 and the year ended December 31, 2012.

99.1 Press Release of the Company, dated October 11, 2013.


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