What happens if the Merger is not completed?
If the Merger is not completed, Asterias stockholders will not receive any consideration for their shares. Instead, Asterias and
BioTime will remain independent public companies, and shares of Asterias Common Stock and BioTime Common Shares will continue
to be independently listed and traded on NYSE American. Under certain circumstances, Asterias or BioTime may be required to pay
the other party a termination fee or expense reimbursement in accordance with the Merger Agreement.
Will I be paid any dividends prior to the Merger?
BioTime publicly announced on October 25, 2018 the distribution of the majority of BioTime’s ownership in AgeX Therapeutics,
Inc.(“AgeX”). The distribution of the AgeX shares occurred on November 28, 2018 (with record date of
November 16, 2018), prior to the closing of the Merger, and therefore, Asterias stockholders will not be entitled to a distribution
of AgeX shares. BioTime has not historically paid cash dividends to its stockholders and does not anticipate doing so in the foreseeable
has not historically paid cash dividends to its stockholders and does not anticipate doing so in the foreseeable future.
Merger Agreement prohibits BioTime and Asterias from declaring, setting aside or paying any dividends on its capital stock without
BioTime’s consent before the earlier of the closing of the Merger and the termination of the Merger Agreement in accordance
with its terms.
When do you expect the Merger to be completed?
BioTime and Asterias hope to complete the Merger as soon as reasonably practicable and are working to complete the Merger in the
first quarter of 2019. However, the Merger it is possible that factors outside the control of both companies could result in the
Merger being completed at a later time, or not at all. We cannot presently determine the length of time between the respective
BioTime Special Meeting and the Asterias Special Meeting and the completion of the Merger.
What do I need to do now?
Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus,
including its annexes.
you are a holder of record, for your shares to be represented at your special meeting:
can attend the applicable special meeting in person;|
can vote through the Internet or by telephone by following the instructions included in your proxy card; or|
can indicate on the enclosed proxy card how you would like to vote and return the proxy card in the accompanying pre-addressed
you hold your shares in street name, in order for your shares to be represented at your special meeting, you should instruct your
broker, bank, trust company or other nominee as to how to vote your shares, following the directions from your broker, bank, trust
company or other nominee provided to you.
Do I need to do anything with my shares of Asterias Common Stock now?
If you are an Asterias stockholder, after the Merger is completed, your shares of Asterias Common Stock will be automatically
converted into BioTime Common Shares. You will receive instructions at that time regarding exchanging your shares for BioTime
Common Shares. You do not need to take any action at this time. Please do not send any Asterias stock certificate with your proxy