Transaction will combine former’s therapeutic focus with latter’s technology expertise.

StemCells will acquire Stem Cell Sciences’ (SCS’) operating subsidiaries and certain related assets for 2,650,000 shares of its common stock and approximately $715,000 in cash. Members of the SCS board and other stockholders, representing over 30% of the SCS shares outstanding, have agreed to vote in favor of the transaction.

Stem Cell Sciences is focused on commercializing applications of stem cell technologies for drug discovery and regenerative medicine research. StemCells concentrates on the discovery and development of tissue-derived cellular products for therapeutic uses.

Under the terms of the asset purchase agreement, StemCells will acquire substantially all of the operating assets and liabilities of SCS, including its R&D operations in Cambridge, U.K., and near Melbourne as well as substantially all its intellectual property portfolio. It is expected that most of SCS’ approximately 20 full-time staff will remain with StemCells upon completion of the transaction.

Through this transaction, StemCells will gain: cell technologies relating to embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells; expertise and infrastructure for providing cell-based assays for drug discovery and screening, including automated robotic production and manipulation of stem and progenitor cells; patented gene-insertion technology, with utility in drug screening; the SC Proven® media formulation and reagent business; a portfolio of over 20 patent families claiming a range of technologies relevant to cell processing, reprogramming, and manipulation as well as gene targeting; and existing business and license relationships such as with Merck and Millipore.

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