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Orgenesis Acquires Cell Therapy Manufacturer MaSTherCell for USD25m

Orgenesis Inc., a leader in the emerging fields of cellular therapy and re-generative medicine for the treatment of Type 1 Diabetes, today announced the Company’s plan to increase its global presence and capabilities by acquiring MaSTherCell, an emerging pioneer in the industrialization of cell-based therapeutics, based in Gosselies, Belgium.  

Orgenesis entered into a share exchange agreement with MaSTherCell SA and Cell Therapy Holding SA (collectively “MaSTherCell”) and each of the shareholders of the MaSTherCell, which provides for the acquisition by the Company of all of the issued and outstanding shares of MaSTherCell in exchange for the issuance of $24,593,000 in value of shares of common stock in the capital of the Company.

“The acquisition of MaSTherCell creates incremental value for both companies in business-critical ways.  First, it allows us to accelerate the transition of our lead product, Autologous Insulin Producing Cells (AIPCs) being developed as a therapeutic for Type 1 Diabetes, from pre-clinical testing into clinical trials.  Second, the acquisition will also allow us to diversify our business model and future product offering,” said Vered Caplan, chairperson and CEO of Orgenesis.  “We are creating a vertically integrated company that will deliver more end-user value and generate a stronger financial position for our overall business.  Both businesses will remain operationally independent, but will become strategically aligned in ways that maximize technical, financial and management synergies.  As a result of the acquisition, Orgenesis benefits from deeper involvement in the manufacturing process and resulting cost of goods efficiencies, while MaSTherCell benefits by expanding its international presence and by gaining access to public markets and financing for further technology-based investment.”

Orgenesis is an innovator in the technology of “cellular trans-differentiation.”  This process involves re-programming one adult cell type to function like an adult cell of a different type.  In the case of AIPCs, the company is transforming a type 1 diabetic patient’s own liver cells into insulin-producing cells. Cellular trans-differentiation is accomplished through a complex biologic process, requiring sophisticated manufacturing technology and capabilities.  MaSTherCell has in place a best-in-class combination of the process development capabilities and fully closed and tightly controlled GMP systems required to deliver commercial-scale manufacturing for Orgenesis.  Prior to the acquisition, the two companies have already been working together under a strategic manufacturing agreement.  With the acquisition in place, MaSTherCell will provide services not only to Orgenesis, but will continue to provide broad Contract Development and Manufacturing Services to other cell-based therapeutic companies around the world.

“Cell therapy developments have gained strategic significance in recent years - particularly in the areas of regenerative medicine, ex-vivo gene therapy and immunotherapy of cancer,” said Hugues Bultot, CEO of MaSTherCell.  “Research and scientific development in these sectors has seen rapid progress and because of our ability to innovate, our industrialization and manufacturing expertise has not only kept pace with, but has actually led in terms of the ability of our technology to meet the needs of rapidly evolving science.  Moving forward with Orgenesis, we will continue to provide for our current clients the same unique services but with a larger geographic reach.  By combing our organizations, we will be able to more quickly capitalize on our desires to expand our cell-based therapeutic contract development and manufacturing services internationally.  And, importantly, having access to public markets will enhance our ability to invest in the continued evolution of our technology and capabilities.”

For more information about either company, please visit www.orgenesis.com and www.masthercell.com

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