NantCell, a NantWorks Company, to Acquire Altor BioScience

Acquisition Price Represents Significant Premium to Recent Equity Financings

CULVER CITY, CA, USA I June 27, 2017 I NantCell, Inc., a member of the ecosystem of NantWorks companies, today announced that it has entered into a definitive merger agreement to acquire Altor BioScience Corporation. Under the terms of the merger agreement, each share of Altor BioScience capital stock will be converted into the right to receive an upfront payment of $2.00 (payable in cash and/or NantCell common stock at the election of each Altor BioScience stockholder). The upfront payment alone represents over a 20 percent premium to Altor BioScience’s most recent equity financing completed in March 2017 and a 33 percent premium to equity financings in 2016. Each share will also receive two Contingent Value Rights (CVR), which entitle its holder to receive payments of up to an additional $4.00 per share (payable in cash and/or NantCell common stock at the election of each Altor BioScience stockholder) upon achievement of a regulatory milestone and a sales milestone.

The transaction has been approved by the boards of directors of both companies, including the independent directors of Altor BioScience, and is subject to customary closing conditions, including the approval of the acquisition by shareholders of Altor BioScience. The acquisition is expected to close in the third quarter of 2017.

About NantCell

NantCell, an entity controlled by Dr. Patrick Soon-Shiong, is an immuno-oncology company focused on the discovery of innovative antibody, T cell and NK cell based treatments by developing molecularly targeted therapeutics, based on the proteomic profile of the patient's tumor, independent of the cancer's anatomical type.

NantCell's mission is to make obsolete the standard method of clinical trial design of "trial and error" and replace it with a level of quantitative predictability based on both the genomic and proteomic profile performed a priori. The Company will tap into comprehensive “omic” analytic tools and "big data" generated from supercomputing to develop molecularly designed drugs in this era of genomics and proteomics and identify patients and their tumor signature at the most granular cellular, DNA and protein levels. Patients entering clinical trials would be identified after a comprehensive “omic” analysis from tissue to cell to DNA to RNA to protein to peptide to drug, and tested based on this molecular profile to maximize clinical outcome and minimize side effects. Through these integrated diagnostic methods, the company is pursuing the vision of treating the biology of cancer rather than the anatomy, and drive the immune system inherited by all to defeat cancer. For more information please visit www.nanthealth.com and follow Dr. Soon-Shiong on Twitter @Dr.PatSoonShiong.

About NantWorks

NantWorks, LLC, is the umbrella organization for an ecosystem of companies committed to the convergence of 21st century innovative platforms to transform how we work, live and play: NantHealth, NantOmics, NantBioScience, NantCell and its affiliate NantKwest, NantPharma, NantMobile, NantStudio, NantCapital and NantCloud. Fact-based and solution-driven, each of NantWorks’ division companies operates at the intersection of innovation and infrastructure.

Founded by Dr. Patrick Soon-Shiong, scientist and inventor of the first human nanoparticle chemotherapeutic agent Abraxane, the core mission for NantWorks is convergence: to develop and deliver a diverse range of technologies that accelerate innovation, broaden the scope of scientific discovery, enhance ground-breaking research, and improve healthcare treatment for those in need. NantWorks is building an integrated, fact-based, genomically informed, personalized approach to the delivery of care and the development of next generation diagnostics and therapeutics. For more information please visit www.nantmobile.com and www.nanthealth.com and follow Dr. Soon-Shiong on Twitter @Dr.PatSoonShiong.

SOURCE: NantCell

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