GTC Biotherapeutics enters Stock Purchase and Merger Agreement with LFB Biotechnologies

GTC Biotherapeutics, Inc. ("GTC" OTCBB: GTCB.OB) announced today that it had entered into a Stock Purchase and Merger Agreement with LFB Biotechnologies, S.A.S., Les Ulis, France ("LFB"), pursuant to which LFB has agreed to take GTC private for $.30 per share. The opening and closing prices of GTC Common Stock on Friday, November 5, 2010 on the over the count markets were both $.28 per share.

The agreement provides for the sale of approximately 61,100,000 shares of GTC Common Stock to LFB in a private placement for $0.30 per share, for an aggregate purchase price of approximately $18.3 million. Following completion of the private placement and the conversion of convertible preferred stock of GTC owned by LFB, LFB will own at least 90% of GTC's outstanding Common Stock. Following the private placement, LFB has agreed to effect a short-form merger in accordance with Massachusetts law cashing out all minority shareholders for $0.30 per share, for an aggregate purchase price of approximately $2.7 million.

A special committee of independent directors of the GTC Board of Directors formed to consider the proposed transaction has unanimously determined that this transaction is advisable and in the best interest of the Company and its shareholders, and recommended that the full GTC Board of Directors approve this transaction.

Source GTC Biotherapeutics, Inc.