Re: Farmas USA
OCAT
Se acabó lo que se daba. Tender offer finalizada
“The Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York City time, February 9, 2016. The Offer was not extended. The Depositary has advised that, as of the expiration of the Offer, 22,675,963 Shares, representing approximately 53.6% of the Shares issued and outstanding as of the expiration of the Offer, had been validly tendered and not validly withdrawn pursuant to the Offer. The number of Shares tendered satisfies the Minimum Condition. As the Minimum Condition and each of the other conditions of the Offer have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Following expiration of the Offer and acceptance for payment of the Shares, the Purchaser had ownership sufficient to effect the Merger under Section 251(h) of the DGCL without a vote of stockholders of Ocata. Accordingly, the Purchaser has effected the Merger in which the Purchaser merged with and into Ocata, with Ocata surviving the Merger and continuing as an indirect wholly-owned subsidiary of Astellas. In the Merger, each Share outstanding (other than Shares accepted for payment in the Offer, Shares held by Astellas or the Purchaser or Shares for which an Ocata stockholder has properly exercised appraisal rights under Delaware law) was cancelled and converted into the right to receive a price per Share equal to the Offer Price. The Shares ceased to trade on the NASDAQ Global Market prior to the opening of business on February 10, 2016, and Ocata has requested that the NASDAQ Global Market file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares.”
