NeoStem signs merger agreement to acquire Progenitor Cell Therapy

NeoStem, Inc. (NYSE Amex: NBS) an international biopharmaceutical company with operations in the U.S. and China and Progenitor Cell Therapy, LLC a privately held cell therapy company that serves the cell therapy industry from licensed, state-of-the art cell therapy manufacturing facilities in New Jersey and California  today jointly announced the signing of a  definitive merger agreement whereby NeoStem will  acquire Progenitor Cell Therapy.  The definitive merger agreement provides for  the issuance of an aggregate of 11,200,000 shares of NeoStem common stock and warrants to purchase an aggregate of no less than 1,000,000 and a maximum of 3,000,000 additional shares of NeoStem common stock in exchange for all of Progenitor Cell Therapy membership interests.

Holders of greater than 50% of NeoStem's common stock and greater than 50% of PCT's membership interests have agreed to vote in favor of the merger.  The closing of the merger is subject to various conditions, including the approval by NeoStem's stockholders of the issuance of NeoStem's securities in the merger.

PCT's revenue generating business would be accretive to NeoStem's growing adult stem cell operations and PCT's management would add to NeoStem the over 100 years collective experience of the PCT management team in the business and science of cell therapy and its development.  Since its inception in 1999, PCT has served over 100 clients from around the world and is experienced with more than 20 different cell based therapeutics.  PCT has performed over 30,000  cell therapy procedures in its cell therapy manufacturing facilities and processed and stored over 18,000 cell therapy products (including approximately 7,000 umbilical cord blood units, 10,000 blood and marrow derived stem cells and 1,000 dendritic cells) and arranged the logistics and transportation for over 14,000 cell therapy products for clinical use by over 5,000 patients.

Dr. Robin Smith, CEO of NeoStem said, "We are excited to have reached this agreement with PCT and believe this combination is beneficial to the stakeholders of both companies.  The acquisition is a significant step in NeoStem's efforts to develop a 'one-stop-shop' global network of cell therapy core competencies by adding cell therapy manufacturing and storage facilities as well as integrated regulatory compliant distribution capacity for the evolving cell therapy industry.  PCT's global reach and reputation will accelerate the combined companies' reach into this exciting market."

Dr. Andrew Pecora, PCT's CEO, who will be invited to join the NeoStem Board of Directors upon the closing of the merger,  said, "We are pleased after over a decade of hard work by our PCT team to bring liquidity to our loyal investors by combining with NeoStem into a platform for growth of a wide range of adult stem cell capabilities.  Having played an instrumental role in manufacturing Provenge, Dendreon Corporation's autologous cellular immunotherapy through its clinical trials to FDA approval, we are especially excited about bringing to NeoStem our competencies in the cell therapy development market to contribute to moving forward NeoStem's VSEL™ Technology and other future cell therapy products. Furthermore, with NeoStem's autologous adult stem cell collection capabilities and PCT's umbilical cord blood collection and long term storage services, the combined company will be the first of its kind providing families with current Good Manufacturing Practices (cGMP) autologous stem cell collection and storage services."