What percentage of BioTime Common Shares will Asterias stockholders own following the Merger?
Based on the estimated number of shares of Asterias and BioTime Common Shares outstanding on January 28, 2019, the record
date for the special meetings, Asterias and BioTime estimate that, upon completion of the Merger, former Asterias stockholders
will own approximately 16% of BioTime.
Will there be any changes to the BioTime board of directors if the merger becomes effective?
The Merger Agreement provides that parties will use commercially reasonable efforts to ensure that the board of directors of the
Combined Company following the effective time of the Merger will be comprised of the following individuals: Deborah Andrews, Don
M. Bailey, Neal C. Bradsher, Brian M. Culley, Stephen C. Farrell, Alfred D. Kingsley, Michael H. Mulroy, Cavan Redmond and Angus
C. Russell. Each of Ms. Andrews and Messrs. Bradsher, Culley, Farrell, Kingsley, Mulroy, Redmond and Russell currently serve on
the BioTime board of directors (the “BioTime Board”). Mr. Bailey will be appointed to serve on the BioTime
Board promptly after the effective time of the Merger. For more information, please see the sections entitled “The Merger
Agreement —Directors of the Combined Company Following the Merger” on page 90 and “Management and Other
Information of the Combined Company” on page 137.
Who will be the executive officers of BioTime immediately following the merger?
A: It is currently expected that the executive
officers of BioTime following the merger will be substantially similar to the current executive officers of BioTime. In addition,
following the effective time of the merger, BioTime contemplates that certain employees of Asterias will join BioTime as officers
of BioTime and thus may become executive officers of BioTime. In the event that new personnel become executive officers of BioTime,
certain persons who currently serve as executive officers of Asterias may no longer serve in such capacity. As of the date of
this joint proxy statement/prospectus, it is not known which Asterias employees, if any, will become executive officers of BioTime
and no determinations by BioTime have been made in this regard. Similarly, it is not known which of Asterias’ current executive
officers, if any, will cease to serve in such capacity. The current executive officers of BioTime are: Brian M. Culley (President
and Chief Executive Officer), Brandi Roberts (Chief Financial Officer and Senior Vice President, Finance) and Stephana
E. Patton, Ph.D., J.D. (General Counsel and Corporate Secretary).
When and where will the special meetings be held?
The BioTime Special Meeting will be held at BioTime, Inc., 1010 Atlantic Avenue, Suite 102, Alameda, CA 94501 on March
7, 2019 at 9:30 a.m., local time. The Asterias Special Meeting will be held at 6300 Dumbarton Circle, Fremont, CA
94555 on March 7, 2019 at 8:00 a.m., local time.
Who is entitled to vote at the special meetings?
Only shareholders of record of BioTime Common Shares at the close of business on January 28, 2019, are entitled to vote
at the BioTime Special Meeting and any adjournment or postponement of the BioTime Special Meeting. Only stockholders of record
of Asterias Common Stock at the close of business on January 28, 2019 are entitled to vote at the Asterias Special Meeting
and any adjournment or postponement of the Asterias Special Meeting.
How can I attend the special meetings?
All of the BioTime shareholders are invited to attend the BioTime Special Meeting and all of the Asterias stockholders are invited
to attend the Asterias Special Meeting. You may be asked to present valid photo identification, such as a driver’s license
or passport, before being admitted to the applicable special meeting. If you hold your shares in “street name,” you
also may be asked to present proof of ownership to be admitted to the applicable special meeting. A brokerage statement or letter
from your broker, bank, trust company or other nominee proving ownership of the shares on the record date for the applicable special
meeting are examples of proof of ownership. Please note, however, that if your shares are held in “street name”
and you wish to vote at the special meeting, you must bring to the special meeting a “legal proxy” executed in your
favor from the record holder (your broker, bank, trust company or other nominee) of the shares authorizing you to vote at the
special meeting. Whether or not you plan to attend the special meetings, please vote as soon as possible.