Stem Cell Therapeutics Corp.

TSX VENTURE : SSS
OTCQX : SCTPF


Stem Cell Therapeutics Corp.

September 17, 2013 07:00 ET

Stem Cell Therapeutics Adopts Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwired - Sept. 17, 2013) - Stem Cell Therapeutics Corp. (TSX VENTURE:SSS)(OTCQX:SCTPF), a biopharmaceutical company developing cancer stem cell-related therapeutics, today announces that it has adopted a shareholder rights plan (the "Plan") effective September 16, 2013. The Company will be seeking shareholder approval of the Plan at its next annual general and special meeting of shareholders.

The Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of the Company. The Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders. The Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board of Directors with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.

Under the terms of the Plan, one right will be issued by the Company for each outstanding Stem Cell Therapeutics ("SCT") common share at the close of business on September 16, 2013, and for each SCT common share issued in the future (subject to the terms of the Plan). The rights issued under the Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "Permitted Bid" provisions of the Plan or without the approval of SCT's Board of Directors.

Permitted Bids must be made to all holders of SCT common shares by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.

If a take-over bid does not meet the Permitted Bid requirements of the Plan, the rights will entitle shareholders, excluding the shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.

The Company is not adopting a Plan in response to any proposal to acquire control of the Company. The Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.

Although effective as of September 16, 2013, the Plan will be presented for ratification by the Company's shareholders at the next annual general and special meeting. If ratified by the shareholders, the Plan will have an initial term of 3 years.

About Stem Cell Therapeutics:

Stem Cell Therapeutics Corp. is a biopharmaceutical company advancing cancer stem cell discoveries into novel and innovative cancer therapies. Building on over half a century of leading and groundbreaking Canadian stem cell research, the company is supported by established links to a group of Toronto academic research institutes and cancer treatment centers, representing one of the world's most acclaimed cancer research hubs. The Company has two premier preclinical programs, SIRPaFc and a CD200 monoclonal antibody ("mAb"), which target two key immunoregulatory pathways that tumor cells exploit to evade the host immune system. SIRPaFc is an antibody-like fusion protein that blocks the activity of CD47, a molecule that is upregulated on cancer stem cells in AML and several other tumors. The CD200 mAb is a fully human monoclonal antibody that blocks the activity of CD200, an immunosuppressive molecule that is overexpressed by many hematopoietic and solid tumors. SCT's clinical stage programs include the recently in-licensed program focused on the structure of tigecycline, which is currently being evaluated in a multi-centre Phase I study in patients with acute myeloid leukemia ("AML"), as well as TTI-1612, a non-oncology asset that recently completed dosing in a 28-patient Phase I trial in interstitial cystitis ("IC") patients. For more information, visit www.stemcellthera.com.

Caution Regarding Forward-Looking Information:

This press release may contain forward-looking statements, which reflect SCT's current expectation regarding future events. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include changing market conditions; the successful and timely completion of pre-clinical and clinical studies; the establishment of corporate alliances; the impact of competitive products and pricing; new product development risks; uncertainties related to the regulatory approval process or the ability to obtain drug product in sufficient quantity or at standards acceptable to health regulatory authorities to complete clinical trials or to meet commercial demand; and other risks detailed from time to time in SCT's ongoing quarterly and annual reporting. Except as required by applicable securities laws, SCT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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