Overcoming fierce opposition from disgruntled investors, Japanese drug maker Astellas Pharma Inc. won over enough shareholders to complete its $379 million buyout of Ocata Therapeutics Inc.
Astellas said Wednesday it prevailed in its twice-extended tender offer for Marlborough-based Ocata, accumulating more than 50 percent of outstanding shares to gain effective control of a company known as a pioneer in regenerative medicine.
But the process took three months of wrangling with shareholders. Many argued that Ocata was worth more than the nearly 80 percent premium Astellas offered, while some objected to its potentially groundbreaking stem cell technology being sold to a foreign company. Ultimately, an effort by a leading shareholder to find an alternative bidder failed.
At issue was not only the sale price for Ocata, which has about 35 employees, but also its intellectual property in embryonic stem cells. Such cells can grow other cells, which Ocata plans to implant in the eyes of patients suffering from macular degeneration.
Stem cells also hold potential for eventually treating conditions ranging from diabetes to heart disease to spinal cord injury. But hopes that the company could become a fount of novel therapies have yet to be realized.
In the end, Astellas stuck to its initial offer of $8.50 a share. Investors who declined to turn in their stock or withdrew their agreements to tender shares as part of the organized opposition will have to accept that price now that the deal has been completed.
Edward Assad, a shareholder from Monticello, Fla., who had been one of the holdouts, said he was disappointed that an overseas company now controls Ocata’s technology.
“They’re saying that they’re going to bring this technology to the forefront,’’ said Assad, who owned about 2,000 shares. “But I just hate to see this go to another country. Why aren’t any of our [American] companies interested in this?’’
Michael Brombacher of Houston, who had sold some shares but held onto others, was more resigned. “I don’t know if they [Ocata] could make it on their own in the current environment, so this may be a positive thing for patients and science,’’ he said.
Wednesday’s outcome left many uncertainties for Ocata, a company founded in 1994 as Advanced Cell Technology Inc. In a statement, Astellas president Yoshihiko Hatanaka said Ocata would operate as a subsidiary.
Among the unanswered questions was whether Ocata’s chief scientific officer Robert Lanza, a leader in the field of regenerative medicine, will remain with the company under Astellas.
Lanza cited the resources and deep pockets of the Japanese buyer and said his own plans will become clear after integration meetings with Astellas next week. “After 16 years of struggling to keep the research programs alive, I think it’s safe to say that we won’t have to worry about paying our telephone bills anymore,’’ he said.
Astellas spokeswoman Marjorie Moeling said details of the integration plan, including Lanza’s role and whether the Ocata name and current workforce will be retained, have yet to be determined.
“The acquisition of human resources and technical know-how through this transaction is one of our objectives,’’ she said in an e-mail. “Therefore, we regard Ocata’s employees as an important part of its resources.’’
Moeling’s e-mail said Ocata scientists are expected to play an important part in Astellas research and development in areas such as cell therapy and ophthalmology.
The statement said 22.6 million Ocata shares, about 53.6 percent of those outstanding, had been tendered by the end of the business day Tuesday. Hatanaka and other Astellas executives declined to discuss the deal.
Robert Weisman can be reached at robert.weisman@globe.com. Follow him on Twitter @GlobeRobW.
