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Fujifilm Holdings to acquire Cellular Dynamics

FUJIFILM Holdings Corp. and Cellular Dynamics International Inc., a developer and manufacturer of fully functioning human cells in industrial quantities to specification, have entered into a definitive agreement whereby Fujifilm will acquire CDI via an all-cash tender offer to be followed by a second step merger. Fujifilm aims to acquire all issued and outstanding shares of CDI's common stock. Upon completion of the transaction, CDI will continue to run its operations in Madison, Wis., and Novato, Calif., as a consolidated subsidiary of Fujifilm.

The directors of both companies unanimously approved the transaction. It is anticipated that the tender offer will close during the second calendar quarter of 2015.

CDI was founded in 2004 and listed on NASDAQ in July 2013. The company had global revenues of $16.7 million and 155 employees in the year ended Dec. 31, 2014.

CDI's technology platform enables the production of high quality fully functioning human cells, including induced pluripotent stem cells (iPSCs) on an industrial scale. Customers use CDI's products, among other purposes, for drug discovery and screening, to test the safety and efficacy of their small molecule and biological drug candidates, for stem cell banking and in the research and development of cellular therapeutics. CDI's technology platform was selected by CIRM (the California Institute for Regenerative Medicine) to establish iPS disease cell banks. CDI recently announced the completion of 2 cGMP-compliant iPS cell lines with HLA types, which may reduce the likelihood of transplant immune rejection. CDI also is developing iPS cells for preclinical studies focused on dry age-related macular degeneration for a National Eye Institute program.

Tapping into technologies and know-how accumulated from its photographic films, Fujifilm has developed highly biocompatible recombinant peptides that can be shaped into a variety of forms for use as a cellular scaffold in regenerative medicine in conjunction with CDI's products. Fujifilm has been strengthening its presence in the regenerative medicine field over several years, including acquiring a majority of shares of Japan Tissue Engineering Co., Ltd. (J-TEC) in December 2014.

This acquisition of CDI will allow Fujifilm to gain entry into the area of iPS cell-based drug discovery support services, the company reports. Fujifilm also plans to benefit from the combination of CDI's iPS cell technology and Fujifilm's material science, engineering and J-TEC's quality management systems.


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