Intrexon enters into definitive agreement to acquire Medistem

Intrexon Corporation (NYSE: XON), a leader in synthetic biology, today announced that it has entered into a definitive agreement to acquire, for approximately $26 million, San Diego-based Medistem, Inc. (OTCQB: MEDS) a pioneer in the development of Endometrial Regenerative Cells ("ERC" or "ERCs"), universal donor adult stem cells that stimulate new blood vessel formation and are capable of generating different tissues including heart, brain, pancreas, liver, bone, cartilage and lung.  Intrexon intends to employ its integrated synthetic biology platforms to engineer a diverse array of cell-based therapeutic candidates using Medistem's multipotent ERCs.

In combination with Intrexon's UltraVector® multi-gene engineering, proprietary Cell Systems Informatics, and RheoSwitch Therapeutic System®, Medistem's ERCs have the potential to provide treatments for conditions such as cancer, wound healing, and cardiovascular disease.  In addition to their therapeutic benefits, ERCs are derived through non-invasive methods, are economical and scalable to manufacture, are superior therapeutically to other stem cell types for select indications based on peer reviewed studies, and have been demonstrated to be safe in animal and pilot human studies. 

Samuel Broder, M.D., Senior Vice President of Intrexon's Health Sector and former Director of the National Cancer Institute, noted that through the use of Intrexon's technology, ERCs could be gene-modified to secrete powerful therapeutic effectors.

"We look forward to further refining ERCs to produce proteins and bioactive RNAs, both of which hold great promise to be used as therapeutics to treat conditions such as cardiovascular disease and cancer," said Dr. Broder.  "Through the use of our synthetic biology platforms, we anticipate unlocking the power of ERCs to safely advance therapeutic development from proof of concept to clinical research."

Thomas Reed, Ph.D., Intrexon's Chief Science Officer, remarked that Intrexon's platform could be greatly expanded by having the ability to produce clinical grade adult stem cells.

"Through the integration of Medistem's ERC cell platform into our existent broad technology portfolio we plan to develop two powerful classes of clinical products," said Dr. Reed.  "This includes engineering stem cells for therapeutic delivery of secreted proteins, or for producing exosomes, which can be used to deliver several types of therapeutically relevant molecules, including miRNAs and proteins.  We look forward to working with Medistem's scientific leaders to merge these capabilities."

"We are delighted at the prospect of joining Intrexon to further the advancement of our ERCs. We believe our technology in combination with Intrexon's platform will allow ERCs to provide therapeutic benefits to disease conditions that, as of today, have been left unmet," said Alan J. Lewis, Chief Executive Officer of Medistem. "We look forward to working with Intrexon and advancing ERCs to the next level."

Pursuant to the definitive agreement, Medistem stockholders will receive in exchange for each share of Medistem common stock $0.27 in cash and $1.08 worth of Intrexon common stock, based on the 20-day volume-weighted average price of Intrexon's common stock immediately prior to closing. Consummation of the agreement pursuant to which Intrexon agreed to acquire Medistem is subject to Intrexon's satisfactory completion of its due diligence of Medistem and its technology, customary closing conditions and Medistem stockholder approval.