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AN OPEN LETTER TO GERON SHAREHOLDERS
Dear Geron Shareholders:
As you know, during
Summary of Our Proposal
Our proposal includes two transactions, one which we call the “Stem Cell Transaction” and one that we call the “Rights Offer” which are described in more detail, along with other important information, in Appendix I: Details of Our Proposal attached to this letter. Through these transactions,
Through the Stem Cell Transaction,
$40 millionin BioTimecommon shares;
- Warrants to purchase
BioTimecommon shares (“BioTime Warrants”);
- Rights to certain stem cell assets of
BioTime, and shares of two BioTimesubsidiaries engaged in the development of therapeutic products from stem cells.
Through the “Rights Offer,” BAC would seek to raise additional capital by offering you and other
What You Can Do Now
Very Truly Yours,
|Michael D. West, PhD||Thomas Okarma, PhD, MD|
|Chief Executive Officer||Chief Executive Officer|
|BioTime, Inc.||BioTime Acquisition Corp.|
|Geron Founder||Former Geron CEO|
|Former Geron CEO||(1999-2011)|
Appendix I: Details of Our Proposal
The principal features of the Stem Cell Transaction and the Rights Offer are as follows:
The Stem Cell Transaction
- As a
Geronshareholder, you would receive one BioTime Warrant and one share of BAC Series A common stock for each 20 shares of Geroncommon stock you own. In total, Geronshareholders would receive 21.4% of the BAC capital stock outstanding at the consummation of the Stem Cell Transaction. BioTimewould own the remaining outstanding shares of capital stock of BAC. BioTimewould also hold BAC warrants that, if exercised, would increase BioTime’s ownership interest by approximately 2%. Geronshareholders would receive BAC Series A common stock and BioTimewould own BAC Series B common stock. The BAC Series A common stock that you and other Geronshareholders would acquire, and the BAC Series B common stock that will be owned by BioTime, will be identical in almost all respects, except that having a separate Series A common stock held by Geronshareholders will enable BAC to distribute the BioTime Warrants, and to make the Rights Offer described below, exclusively to the Series A shareholders.
- BAC would seek to have the BAC Series A common stock received by
Geronshareholders listed for trading on a national securities exchange or on the OTC Bulletin Board market if exchange listing is not feasible.
- Following the acquisition of the
Geronstem cell assets, BAC would distribute the BioTime Warrants to the Geronshareholders as holders of BAC Series A common stock. The distribution would entitle you and the other BAC Series A shareholders to receive one BioTime Warrant for each BAC Series A share received in the Stem Cell Transaction.
- The BioTime Warrants and underlying
BioTimecommon shares would be registered under the Securities Act of 1933, as amended, and BioTimewould seek to have the BioTime Warrants listed for trading on the NYSEMKT where its common shares are traded, or on the OTC Bulletin Board market if exchange listing is not feasible.
The Rights Offer
- Under our proposal, after the Stem Cell Transaction, BAC, as a new public company, would conduct a Rights Offer to the holders of the Series A common stock to raise additional capital.
- We presently contemplate that the Rights Offer would seek to raise approximately
$39 millionand would provide the Geronshareholders with the opportunity to increase their ownership interest in BAC to approximately 45% in the aggregate (without taking into account any BAC warrants) if they continue to hold their BAC Series A common stock and choose to exercise all of the subscription rights they receive in the Rights Offer.
- In addition to acquiring BAC Series A common stock, BAC shareholders who exercise their subscription rights in the Rights Offer would also receive warrants to purchase additional BAC Series A common stock, which if exercised would increase
Geronshareholders’ ownership in BAC. We would propose to have BAC list those warrants on a national securities exchange or to arrange for the warrants to be traded on the OTC Bulletin Board so that the BAC shareholders could also sell their warrants at prevailing market prices.
- BAC would also seek to have the subscription rights distributed in the Rights Offer listed for trading on a national securities exchange or over-the-counter market so that shareholders who do not wish to exercise their subscription rights could sell them at prevailing market prices.
- If you receive subscription rights in the Rights Offer you would not be obligated to exercise those subscription rights, but instead you may choose to exercise some or all of your subscription rights in order to purchase additional BAC Series A shares and warrants, or you may sell some or all of your subscription rights, or you may simply choose to allow your subscription rights to expire unexercised.
In addition to Geron Board approval noted above, the approval of
This communication is not an offer to sell any securities or a solicitation of any vote or approval and
This communication is for informational purposes only and does not constitute an offer to sell any shares of BAC common stock or warrants or a solicitation of any vote or approval, nor is it a substitute for a prospectus/proxy statement that may be included in a registration statement that may be filed with the
Statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities for
To receive ongoing