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SEC Filings

DEFM14A
ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
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Annex C

 

November 7, 2018

 

Special Committee of the Board of Directors (in its capacity as such)

Asterias Biotherapeutics, Inc.

6300 Dumbarton Circle

Fremont, CA 94555

 

Members of the Special Committee of the Board of Directors:

 

We understand that BioTime, Inc., a California corporation (“Biotime”), Patrick Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Biotime (“Merger Sub”), and Asterias Biotherapeutics, Inc., a Delaware corporation (“Asterias”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, (i) Merger Sub will be merged with and into Asterias (the “Merger”) with Asterias being the surviving company in the Merger and becoming a wholly-owned subsidiary of Biotime, (ii) each outstanding share of Series A Common Stock of Asterias, par value $0.0001 per share (“Asterias Common Stock), issued and outstanding immediately prior to the Merger (other than shares of Asterias Common Stock held by Biotime, Asterias or any of their respective wholly-owned subsidiaries (such shares, the “Excluded Shares”)) will be automatically converted into the right to receive 0.71 common shares of Biotime, no par value per share (“Biotime Common Stock”). The ratio of shares of Biotime Common Stock to be issued in exchange for each share of Asterias Common Stock is referred to herein as the “Exchange Ratio.” The terms and conditions of the Merger are more completely described in the Merger Agreement.

 

The Special Committee of the Board of Directors of Asterias, in its capacity as such (the “Committee”), has requested that Raymond James & Associates, Inc. (“Raymond James”) provide an opinion (the “Opinion”) to the Committee as to whether, as of the date hereof, the Exchange Ratio is fair from a financial point of view to the holders of Asterias Common Stock other than holders of Excluded Shares. For clarity, Raymond James is not providing any opinion with regard to, and this Opinion does not take into account the impact of, the distribution of shares of AgeX Therapeutics, Inc. held by Biotime to eligible stockholders of Biotime contemplated to occur on or about November 28, 2018.

 

In connection with our review of the proposed Merger and the preparation of this Opinion, we have, among other things:

 

1. reviewed the financial terms and conditions of the Merger as stated in the draft of the Merger Agreement, dated as of November 6, 2018, such draft being the last draft of the Merger Agreement provided to us;

 

2. reviewed certain information related to the historical, current and future operations, financial condition and prospects of Asterias made available to us by Asterias, including, but not limited to, financial projections prepared by the management of Asterias, as approved for our use by Asterias (the “Asterias Projections”);

 

3. reviewed certain information related to the historical, current and future operations of Biotime made available to us by Asterias, including, but not limited to, financial projections prepared by the management of Asterias, as approved for our use by Asterias (the “Biotime Projections”, and collectively with Asterias Projections, the “Projections”);

 

4. reviewed Asterias’s recent public filings and certain other publicly available information regarding Asterias;

 

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