Exhibit (a)(1)(L)
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January 11, 2016
Re: Your Ocata Therapeutics stock; ACTION REQUIRED
Dear Ocata Stockholder,
We are writing to you today because you hold shares of Ocata Therapeutics’ common stock.
Astellas Pharma has agreed to acquire Ocata Therapeutics in an all cash transaction valued at $8.50 per share.
The Board of Directors of Ocata Therapeutics has unanimously approved the acquisition and recommends that stockholders accept the offer and tender their shares into the offer.
| • | The entire management team of Ocata Therapeutics supports the transaction and has tendered their shares into the offer. |
| • | Astellas is committed to the transaction on the terms and subject to the conditions provided for in the Merger Agreement and the offer documents. |
| • | You will receive $8.50 per share tendered in cash upon successful completion of the acquisition. $8.50 per share is90% higher than Ocata’s share price on the day prior to announcement of the transaction. |
| • | The $8.50 per share offer is101% higher than Ocata’s volume weighted average share price over the 3 months prior to announcement. |
What does Astellas plan to do after the Acquisition is completed?
| • | Astellas has additional financial resources and infrastructure to invest in the Ocata pipeline. Applying these resources and infrastructure to multiple clinical and pre-clinical programs may advance projects that are not being developed and this could be beneficial for patients in need. |
| • | Astellas plans to create, based on the Ocata platform, a Center of Excellence in Regenerative Medicine, which could further develop research on regenerative medicine. |
In order for the acquisition to be completed and for you to receive your cash, more than 50% of the outstanding shares must be tendered into the offer.
If less than 50% of the outstanding shares are tendered, the transaction will not close and you will NOT receive $8.50 per share in cash. Instead, you will continue to own shares of Ocata, the price of which was $4.46 on the day before the Astellas deal was announced.
What do you need to do?
The tender offer is scheduled to expire on January 21, 2016 at 5:00pm EST.
If you hold your shares at a bank or broker and would like to tender your shares into the offer, you should instruct your bank or broker to
act on your behalf as soon as possible.The deadline is approaching. If you hold your shares directly (e.g., paper certificates) and wish to tender your shares, please complete the enclosed Letter of Transmittal and return it in the enclosed envelope so that it arrives before the January 21, 2016 expiration date.
If you have questions about the offer, or are unclear about what to do, please contact the information agent: Georgeson Inc. at (866) 278-8941.
If you have already tendered your shares in the offer, you do not need to take any further action.
Cautionary Statement Regarding Forward-Looking Statements
Any statements made in this communication that are not statements of historical fact, including statements about the expected timetable for completing the transaction and Astellas’ and Ocata’s beliefs and expectations and statements about Astellas’ proposed acquisition of Ocata, including the timing of and closing conditions to the acquisition, and the potential effects of the acquisition on both Astellas and Ocata are forward-looking statements that are based on management’s beliefs, certain assumptions and current expectations and should be evaluated as such. These statements may be identified by their use of forward-looking terminology such as the words “expects,” “projects,” “anticipates,” “intends” and other similar words. Forward-looking statements include statements that may relate to Astellas’ or Ocata’s plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, general economic, business and market conditions and the satisfaction of the conditions to closing of the proposed transaction. For a more complete discussion of certain of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements with respect to Ocata, see the discussion of risks and uncertainties in Ocata’s annual report on Form 10-K for the fiscal year ended December 31, 2014, its most recent Quarterly Report on Form 10-Q, and other SEC filings. The forward-looking statements contained in this news release are made as of the date hereof, and neither Astellas nor Ocata undertakes any obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
Additional Information
This communication is provided for informational purposes only. No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the Tender Offer Statement on Schedule TO (including the Offer to Purchase, the Letter of Transmittal and
other documents relating to the Offer) that Astellas Pharma Inc. and Laurel Acquisition Inc. filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2015. In addition, Ocata Therapeutics, Inc. (“Ocata”) filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer Statement on November 19, 2015. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY OCATA’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Such documents have been made available to Ocata’s stockholders at no expense to them at www.ocata.com. In addition, you may obtain copies of these documents (and all other Offer Documents filed with the SEC) at no charge on the SEC’s website: www.sec.gov. OCATA’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT OFFER DOCUMENTS FILED WITH THE SEC BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFER, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.