Print Page     Close Window     

SEC Filings

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

 

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of Asterias Common Stock that receive BioTime Common Shares pursuant to the Merger. This discussion is limited to U.S. holders who hold their Asterias Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based on current provisions of the Code, Treasury regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein.

 

This discussion does not purport to address all aspects of U.S. federal income taxation that may be relevant to particular holders of Asterias Common Stock in light of their particular facts and circumstances and does not apply to holders of Asterias Common Stock that are subject to special rules under the U.S. federal income tax laws (including, for example, banks or other financial institutions, dealers in securities or currencies, traders in securities that elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt entities, governmental organizations, entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), subchapter S corporations, retirement plans, individual retirement accounts or other tax-deferred accounts, real estate investment trusts, regulated investment companies, holders liable for the alternative minimum tax, certain former citizens or former long-term residents of the United States, holders that are not U.S. holders, U.S. holders having a “functional currency” other than the U.S. dollar, holders who hold shares of Asterias Common Stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated transaction, holders who own (or are deemed to own) 5% or more of the outstanding stock of Asterias, holders subject to special tax accounting rules under Section 451(b) of the Code and holders who acquired (or will acquire) their shares of Asterias Common Stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan). This discussion also does not address any considerations under U.S. federal tax laws other than those pertaining to the income tax, nor does it address any considerations under the Medicare contribution tax or any state, local or non-U.S. tax laws.

 

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of Asterias Common Stock, the tax treatment of a person treated as a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding shares of Asterias Common Stock should consult their tax advisors regarding the tax consequences of the Merger to them.

 

ALL HOLDERS OF ASTERIAS COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

 

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of Asterias Common Stock that is, for U.S. federal income tax purposes:

 

an individual who is a citizen or resident of the United States;
   
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;
   
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
   
a trust (a) if a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all substantial decisions of
   
the trust or (b) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.

 

110

© Copyright BioTime, Inc.