Gene Techno Science Co.,Ltd. (TSE:4584) signed a share exchange agreement to acquire Advanced Cell Technology and Engineering Ltd from Koichi Otomo, Yoshihiko Kitajima, Akira Katayama, Taro Koike, Namiko Shinohara and others for ¥5.7 billion on January 17, 2019. As part of the agreement, Gene Techno Science will deliver its 1.3 shares for every 1 common share of Advanced Cell Technology and 1.48 Gene Techno Science shares for every 1 Class A preferred share of Advanced Cell Technology. 7.25 million Gene Techno Science’s shares will be issued as consideration for the deal. Shareholders of Advanced Cell Technology could not transfer the allotted shares before six months from share exchange date, and after that will not transfer more than 50% of the shares until 1 year. However, the last condition will be waived off if transfer price is 150% of the closing price of Gene Techno Science’s share at the effective date. Koichi Otomo, Yoshihiko Kitajima, Akira Katayama, Taro Koike, Namiko Shinohara will sell 30.96%, 13.81%, 11.4%, 7.3% and 6.86% respectively. Advanced Cell Technology will operate as a wholly owned subsidiary of Gene Techno Science after the deal. Advanced Cell reported net assets of ¥169 million, total assets of ¥438 million, operating loss of ¥46 million, net sales of ¥178 million, net loss of ¥111 million. Deal is subject to approval by shareholders of both the companies which is expected to be held on March 12, 2019. Board of Gene Techno Science resolved in favor of the deal on the same date. Deal is expected to close by April 1, 2019. Abe, Ikubo & Katayama acted as legal advisor and YAMADA Consulting Group Co., Ltd. will act as valuer for Gene Techno Science. Gene Techno Science Co.,Ltd. (TSE:4584) completed the acquisition of Advanced Cell Technology and Engineering Ltd from Koichi Otomo, Yoshihiko Kitajima, Akira Katayama, Taro Koike, Namiko Shinohara and others on April 1, 2019.