ThermoGenesis And TotipotentRx To Merge - Quick Facts

(RTTNews) - ThermoGenesis Corp. (KOOL) and TotipotentRx Corporation or 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, announced that they have entered into a definitive merger agreement.

As per terms of the agreement, ThermoGenesis will issue about 12.49 million 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 or "Clinical Excellence in Stem Cell Applications" and will continue to trade on NASDAQ under the ticker symbol KOOL.

Matthew Plavan, Chief Executive Officer of ThermoGenesis, will serve as Chief Executive Officer of the new organization; and Kenneth Harris, Chairman and Chief Executive Officer of TotiRx, will serve as President. In addition to his role as President, Harris will join the Board of Directors of the new company.