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ThermoGenesis And TotipotentRx Announce Definitive Merger Agreement

Stocks in this article: KOOL

Merger to Create Fully Integrated Regenerative Medicine Company Combined Company to Offer Clinically Validated, Commercially Scalable, Point-of-Care Cell Therapies for Major Therapeutic Markets

TotipotentRx Corporation Company Logo

RANCHO CORDOVA, Calif. and LOS ANGELES, July 16, 2013 (GLOBE NEWSWIRE) -- ThermoGenesis Corp. (Nasdaq:KOOL) ("ThermoGenesis"), a leading supplier of enabling technologies for the processing and storage of stem cells and other biological tissues, and TotipotentRx Corporation ("TotiRx"), a privately held California Corporation, which specializes in developing cell-based therapies in the field of regenerative medicine and is the exclusive provider of cell-based product and services to the Fortis Healthcare System, today announced that they have entered into a definitive merger agreement. The combined company is expected to become one of the first fully integrated regenerative medicine companies, developing clinically validated, commercially scalable, point-of-care cell therapies for major therapeutic markets, including orthopedic, cardiovascular and neurologic indications.

Under terms of the agreement, ThermoGenesis will issue approximately 12,491,000 shares of its common stock to TotiRx which equates to a value of approximately $18.6 million, based on ThermoGenesis' closing stock price of $1.49 on July 15, 2013. The merger agreement has been unanimously approved by the board of directors of each company.  The transaction is expected to close in the fourth quarter of calendar year 2013 and is subject to customary closing conditions, certain financial conditions, regulatory approvals and approval by the shareholders of ThermoGenesis and TotiRx. The combined company is expected to be named Cesca Therapeutics (" Clinical Excellence in Stem Cell Applications") and will continue to trade on NASDAQ under the ticker symbol KOOL.

"This merger is transformative. By combining our cell-based device technologies with TotiRx's clinically validated therapeutic protocols and cell therapy kits for major therapeutic areas, we expect Cesca to be one of the first fully integrated regenerative medicine companies," said Matthew T. Plavan, Chief Executive Officer of ThermoGenesis. "Our best-in-class products will give healthcare providers the ability to consistently execute every step of the cell therapy treatment process, at the patient's bedside, in less than an hour and at a fraction of the cost of typical cell therapy models. This merger also provides us with the important ability to rapidly and cost-effectively commercialize these new cell therapies, by leveraging our proprietary contract research organization and an exclusive, cell therapy partnership with Fortis Healthcare System. Taken together with the foundation of our cord blood device platform, method/design patent portfolio and existing revenue streams, we believe this combination offers tremendous potential for shareholder value creation."

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