Print Page     Close Window     

SEC Filings

DEFM14A
ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
Entire Document
 
 

 

Regulatory Approvals Required for the Merger

 

BioTime has determined that the acquisition of Asterias is exempt from the premerger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. As such, the Merger is not subject to any filings with or authorizations, approvals or consents from federal and state antitrust authorities are required.

 

Neither BioTime nor Asterias is aware of any other material governmental approvals or actions that are required for completion of the Merger. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

 

Exchange of Shares in the Merger

 

Prior to the effective time of the Merger, BioTime will appoint an exchange agent reasonably acceptable to Asterias to manage the exchange of Asterias Common Stock for BioTime Common Shares comprising the merger consideration. Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Asterias Common Stock (other than shares owned by BioTime or Merger Sub or by Asterias as treasury stock, which will be cancelled) will be automatically converted into 0.71 BioTime Common Shares without the need for any action by the holders of such stock.

 

At the effective time of the Merger and without any action on the part of any holder of Asterias Common Stock, all non-certificated shares of Asterias Common Stock represented by book-entry shall be deemed surrendered to the exchange agent, and BioTime shall cause the exchange agent to deliver to each holder of such shares the number of uncertificated whole BioTime Common Shares that the holder is entitled to receive pursuant to the Merger Agreement.

 

Promptly after the effective time of the Merger, BioTime will cause the exchange agent to mail to each holder of a certificate that, prior to the effective time of the Merger, represented shares of Asterias Common Stock a letter of transmittal specifying that delivery will be effected and risk of loss and title to any certificates representing shares of Asterias Common Stock shall pass only upon delivery of such certificates (or affidavits of loss in lieu thereof) to the exchange agent. The letter will also include instructions explaining the procedure for surrendering Asterias Common Stock certificates, if any, in exchange for BioTime Common Shares comprising the merger consideration. Asterias stockholders who hold their shares in street name will not receive letters of transmittal from the exchange agent. Instead, such stockholders may receive separate notices and/or instructions from their bank, broker or other nominee as to what action, if any, should be taken to exchange “street name” shares for the merger consideration. Depending on the practices and policies of their bank, broker or other nominee, stockholders who hold their shares in street name may not need to take any further action for the applicable merger consideration to be transferred to their accounts. Asterias stockholders who hold their shares in street name should consult their bank, broker or nominee for additional information on the timing and procedures for receiving the merger consideration.

 

Asterias stockholders of record will not receive any fractional BioTime Common Shares in the Merger. Instead, each Asterias stockholder of record will be entitled to receive a cash payment without interest in lieu of any fractional BioTime Common Shares it otherwise would have received pursuant to the Merger equal to the product obtained by multiplying (1) the fraction of a BioTime Common Share to which such holder would otherwise have been entitled by (2) the closing price for a BioTime Common Share on NYSE American on the last complete trading day immediately prior to the effective time of the Merger. Similarly, Asterias stockholders who hold their shares in street name will not receive any fractional BioTime Common Shares in the Merger. Instead, such stockholders will receive a cash payment in lieu of any fractional shares they would otherwise have received pursuant to the Merger, as determined by their bank, broker or other nominee. Asterias stockholders who hold their shares in street name should consult their bank, broker or nominee for additional information on such distribution of cash in lieu of fractional shares.

 

Upon the surrender of an Asterias Common Stock certificate for cancellation to the exchange agent together with a properly completed letter of transmittal, in the case of certificated shares, or the receipt of an “agent’s message” by the exchange agent, in the case of shares of Asterias Common Stock held in book-entry form, Asterias stockholders will receive the merger consideration and any cash in lieu of fractional shares as described in the paragraph above.

 

86

© Copyright BioTime, Inc.