Astellas and Ocata Therapeutics, a biotechnology company focused on the research and development of new therapies in the field of regenerative medicine, primarily cell therapy addressing unmet medical needs in ophthalmology patients, have entered into a definitive agreement for Astellas to buy Ocata.

Under the agreement, Tokyo-based Astellas will acquire Marlborough, Mass.-based Ocata through Laurel Acquisition, a wholly owned subsidiary of Astellas US Holding. The boards of directors of both companies have unanimously approved the deal.

Pursuant to the agreement, Laurel will commence a tender offer for all outstanding shares of common stock of Ocata, for a price of $8.50 per share in cash. Promptly upon successful completion of the offer, Laurel will be merged into Ocata, and any remaining shares of common stock of Ocata will be canceled and converted into the right to receive the offer price (except for shares held by stockholders who properly demand appraisal rights under Delaware law). The board of directors of Ocata has resolved to recommend that Ocata’s stockholders tender into the offer.

Each of the directors and executive officers of Ocata entered into support agreements with Astellas and Laurel, pursuant to which such directors and officers, among other things, agreed to tender the shares of common stock of Ocata that they hold into the offer. Shares held by those directors and officers represent, in the aggregate, about 1.7% of the share of common stock of Ocata outstanding on Nov. 9, the day the agreement was announced.

Officials said the acquisition of Ocata represents the coming together of two companies with significant accomplishments and a shared commitment to development innovative therapies that address the unmet medical needs of patients suffering from severe ophthalmic diseases. It also represents a step toward achieving Astellas’ strategic plan for 2015 to 2017.

Further, acquiring Ocata will enable Astellas to establish a presence in ophthalmology and a leading position in cell therapy.

“We highly value Ocata’s R&D capabilities, including its world-leading researchers in cell therapy,” said Astellas President and CEO Yoshihiko Hatanaka. “We’re confident that we will turn innovative science into value for patients through the creation of new value by combining both companies' capabilities under ‘One Astellas,’ where Ocata will be taking a key role in Astellas’ R&D in ophthalmology and cell therapy.”

Ocata President and CEO Paul Wotton, Ph.D., said, “I am impressed by the vision and commitment of Astellas and believe that with their global resources behind our regenerative platform, patients suffering from debilitating diseases like AMD and SMD will soon benefit from having access to regenerative medicine.”