Pursuant to the term sheet, the parties will work together to seek to finalise a definitive agreement. If the parties enter into a definitive agreement, Cynata expects it to be finalised in the fourth quarter of 2016.
The term sheet anticipates that, under a definitive agreement, Cynata will grant FUJIFILM an option to an exclusive, worldwide licence to market and sell Cynata's lead MSC product for prevention and treatment of graft-versus-host disease (GvHD), as well as (a) an option to negotiate a licence for manufacturing those products, and (b) certain rights to Cynata's proprietary Cymerus™ technology for the prevention and treatment of other diseases.
The term sheet further anticipates that, under a definitive agreement, FUJIFILM will make a direct investment in Cynata by way of the acquisition of Cynata shares to the value of US$3 million, such shares to be priced at, in consideration for the rights granted under the agreement, a 35% premium to the 6 month VWAP as at 2 September 2016.
The term sheet also contemplates Cynata receiving certain upfront and milestone payments, together with a royalty on end product sales. Entry into a definitive agreement remains subject to satisfactory completion of negotiations.
"We are delighted to execute this term sheet with FUJIFILM, one of the most dynamic and progressive companies in the global regenerative medicine space," said Cynata Managing Director and CEO, Dr Ross Macdonald.
"The proposed acquisition by FUJIFILM of shares in Cynata at a substantial premium is a strong vote of confidence in Cynata's unique technology and we look forward to closing the definitive agreement in the near future."
