Seijiro Shirahama and FRACTALE Corporation (TSE:3750) entered into an asset and equity purchase agreement to acquire Cytori Therapeutics K.K. and Cell Therapy Assets in Japan for $3 million on April 19, 2019. Both Seijiro Shirahama and Cytori Therapeutics have made customary representations, warranties and covenants in the purchase agreement, which is subject to termination by either Cytori Therapeutics or Seijiro Shirahama upon the occurrence of specified events. As of December 2018, Cytori Therapeutics K.K. reported net assets of $19.8 million, total assets of approximately $2 million, sales of $2 million, operating profit of $0.9 million and net income of $0.7 million.

The transaction is subject to the satisfaction or waiver of various conditions and is expected to close on or before April 30, 2019. David Lee and Cheston Larson of Latham & Watkins LLP acted as legal advisors for Cytori Therapeutics. Raku Raku of Anderson Mori and Tomotsune acted as legal advisor to Seijiro Shirahama.

Ashish Chabria and Aryeh Sand of TAP Advisors acted as financial advisor to Cytori Therapeutics.