YARDLEY, Pa., Jan. 05, 2018 (GLOBE NEWSWIRE) — Alliqua BioMedical, Inc. (NASDAQ:ALQA) (“Alliqua or the “Company”), a adorning technologies aggregation committed to abating tissue and rebuilding lives, today appear a absolute acceding with Celularity, Inc. (“Celularity”), beneath which Celularity will access all of the property, assets and rights apropos to the Company’s avant-garde biologic anguish affliction business – including Biovance® amniotic film allograft and Interfyl® Animal Connective Tissue Matrix – and the Company’s UltraMist® Analysis System and added ameliorative ultrasound belvedere articles for an accumulated banknote application of $29.0 million. No debt or cogent liabilities are actuality affected by Celularity in the transaction. Alliqua BioMedical’s Board of Directors absolutely accustomed entering into the agreement.
“This is a transformative transaction for Alliqua,” said David Johnson, Chief Executive Officer of Alliqua. “First, we will be able to strengthen our antithesis area by advantageous our debt in full. Second, we accept we will accept an adapted bulk of alive basic to drive our operating business advanced in a absolute way. Finally, we will appraise the adapted options to admeasure basic to aerate actor value.”
“The accretion of Alliqua’s bartering basement and artefact portfolio in the acreage of about-face advances Celularity’s ambition of bringing aback beneath one article the proprietary end-to-end adorning activity that was pioneered by Celularity’s antecedent company, Anthrogenesis Corporation,” mentioned Dr. Robert Hariri, Founder and CEO of Celularity. “This accretion added positions Celularity to become the apple baton in corpuscle analysis and adorning medicine, which accept the abeyant to amusement or cure abounding of today’s best debilitating illnesses.”
The asset acquirement acceding includes all bookish acreage and all license, marketing, development and accumulation agreements accompanying to these businesses. The Company’s arrangement accomplishment assets and operations are not included in the asset acquirement agreement. The transaction is accountable to assertive accepted closing conditions, including, amid added things, Alliqua BioMedical stockholder approval. There are no costs altitude associated with the transaction.
Cowen served as Alliqua’s absolute banking adviser in affiliation with this transaction.
The aloft description of the absolute acceding does not acceptation to be complete and is able in its absoluteness by advertence to the absolute agreements, which Alliqua included as an display to its Form 8-K filed today with the Securities and Exchange Commission.
Additional Advice and Where to Find It
This advice is actuality fabricated in account of the proposed asset acquirement transaction involving Alliqua and Celularity. Alliqua will adapt a proxy account account for its stockholders absolute the advice with account to the asset acquirement transaction defined in Schedule 14A promulgated beneath the Securities Exchange Act of 1934, as amended, and anecdotic the proposed asset acquirement transaction. When completed, a absolute proxy account will be mailed to Alliqua’s stockholders. Alliqua and Celularity may be filing added abstracts with the SEC as well. INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT REGARDING THE PROPOSED ASSET PURCHASE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ASSET PURCHASE TRANSACTION. You may access copies of all abstracts filed with the SEC apropos this transaction, chargeless of charge, at the SEC’s website, http://www.sec.gov.
About Alliqua BioMedical, Inc.
Alliqua is a adorning technologies aggregation committed to abating tissue and rebuilding lives. Through its sales and administration network, calm with its proprietary products, Alliqua offers solutions that acquiesce clinicians to advance the latest advances in adorning technologies to accompany bigger accommodating outcomes to their practices.
Alliqua currently markets the animal biologic adorning technologies, Biovance® and Interfyl®. The Aggregation additionally markets its UltraMist® Analysis System, which delivers painless, noncontact low-frequency ultrasound beneath the anguish bed to advance the healing process.
Alliqua can accommodate a custom accomplishment band-aid to ally in the medical accessory and cosmetics industry, utilizing its hydrogel technology. The Aggregation has locations in Yardley, Pennsylvania, Langhorne, Pennsylvania and Eden Prairie, Minnesota.
For added information, amuse appointment http://www.alliqua.com. To accept approaching columnist releases via email, amuse appointment http://ir.stockpr.com/alliqua/email-alerts.
About Celularity, Inc.
Celularity, headquartered in Warren, New Jersey, is a biotechnology aggregation that has leading-edge technology and an associated bookish acreage portfolio that abnormally positions Celularity to accouter the ability of the placenta. Their asset portfolio consists of added than 800 accepted patents worldwide, as able-bodied as pre-clinical and analytic assets including CAR constructs for allogeneic CAR-T/NK products, and bartering date biosourcing and anatomic about-face businesses. For added information, amuse appointment www.celularity.com. Follow Celularity on Social Media: @Celularity.
Legal Notice Apropos Forward-Looking Statements:
This absolution contains advanced statements. Advanced statements are about identifiable by the use of words like “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the abrogating of these words or added variations on these words or commensurable terminology. The clairvoyant is cautioned not to put disproportionate assurance on these advanced statements, as these statements are accountable to abundant factors and uncertainties alfresco of our ascendancy that can accomplish such statements untrue, including, but not bound to, the asset acquirement transaction not actuality appropriate completed, if completed at all; above-mentioned to the achievement of the asset acquirement transaction, Alliqua’s or Celularity’s corresponding businesses experiencing disruptions due to transaction-related ambiguity or added factors authoritative it added difficult to advance relationships with employees, business ally or authoritative entities; and the parties actuality clumsy to auspiciously apparatus affiliation strategies or apprehend the advancing allowances of the acquisition, including the achievability that the accepted synergies and amount reductions from the proposed accretion will not be accomplished or will not be accomplished aural the accepted time period. In addition, added factors that could account absolute after-effects to alter materially are discussed in our filings with the SEC, including our best contempo Annual Report on Form 10-K filed with the SEC, and our best contempo Form 10-Q filings with the SEC. Investors and aegis holders are apprenticed to apprehend these abstracts chargeless of allegation on the SEC’s web armpit at http://www.sec.gov. We undertake no obligation to about amend or alter our advanced statements as a aftereffect of new information, approaching contest or otherwise.
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