Cytori Therapeutics, Inc. (NasdaqGM:CYTX) entered into an agreement to acquire remaining 50% stake in Olympus-Cytori, Inc. from Olympus Corporation (TSE:7733) for $16 million on May 8, 2013. The consideration will be paid as, initial fee of $0.22 million within 60 days of the closing, 5% of the gross sales of all of our product sales until the full purchase price has been paid. The payment options call for a minimum of $4.5 million up to a maximum of $16 million to be ... paid by Cytori in installments over periods ranging from one year to six years. Cytori Therapeutics may elect to pay Olympus a total of $4.5 million within one year of the closing or pay a total of $6 million within two years of the closing. In the event Olympus has not been paid full purchase price during the first two years, Cytori Therapeutics will be required to pay Olympus a total of $16 million payable as $3 million on the third anniversary of the closing, $3 million on the fourth anniversary of the closing, $4 million on fifth anniversary of the closing and any remaining amounts on sixth anniversary of the closing. Post closing, Cytori shall cease and shall cause Olympus-Cytori, Inc to cease all uses of “Olympus”, including, use of “Olympus” as a trademark, trade name, or service mark, as well as any other word or phrase that indicates the involvement of Olympus in relation to Olympus-Cytori, Inc. The acquisition will include Celution® product manufacturing and patent rights, eliminating any royalty obligations to Olympus-Cytori, Inc. Stephen E. Chelberg of Squire Sanders (US) LLP acted as legal advisor for Olympus.
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Nidec Corporation (TSE:6594) entered into enter into a share exchange transaction to acquire remaining stake 34.16% stake of Nidec Copal Corporation (TSE:7756) from a group of investors for ¥15.3 billion on April 23, 2013. The investors include Shigenobu Nagamori, S-Grant Co., Ltd., Olympus Corporation (TSE:7733), The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sumitomo Mitsui Banking Corporation, Mizuho Corporate Bank, Ltd. and Mizuho Bank, Ltd. Retirement Plan. Nidec will ... issue its 0.122 share for each share of Nidec Copal. In a related transaction Nidec also agreed to acquire remaining stake of Nidec Tosok Corporation on April 23, 2013. Pursuant to these transactions, Nidec Copal and Nidec Tosok will become the wholly owned subsidiaries of Nidec. The acquisition would not result in any change of Nidec’s corporate name, the address of its head offices; the name and title of its representative, its businesses, its capitalization and its financial period. If any Nidec Copal shareholder receives a fraction of one Nidec share in the share exchange, Nidec intends to pay to such shareholder an amount in cash in proportion to the fraction of a Nidec share in accordance with Article 234 of the Companies Act. The acquisition is subject to approval by Nidec Copal’s shareholders at an ordinary general meeting scheduled to be held on June 19, 2013. Nidec intends to use a simplified share exchange procedure, without obtaining the approval of its shareholders for the share exchange. Nidec Copal’s stock is expected to be delisted from the Tokyo Stock Exchange prior to the share exchange effective date and the delisting is currently expected to take effect on September 26, 2013. The share exchange is expected to become effective on October 1, 2013. Ernst & Young Transaction Advisory Services Co., Ltd. acted as fairness opinion provider for Nidec Corporation and KPMG FAS acted as fairness opinion provider for Nidec Copal in the transaction. Oh-Ebashi LPC & Partners acted as legal advisor for Nidec Corporation and Nagashima Ohno & Tsunematsu acted as legal advisor for Nidec Copal Corporation.
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Olympus Corporation (TSE:7733) agreed to acquire two manufacturing centers at Fukushima and one manufacturing center at Aomori for ¥19.7 billion on December 21, 2012. Two Fukushima-based manufacturing centers and an Aomori-based manufacturing center will be acquired for approximately JPY 9.4 billion, JPY 8.6 billion and JPY 1.7 billion respectively. The effective date is not disclosed.

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