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

 

 

BIOTIME, INC.

1010 Atlantic Avenue, Suite 102

Alameda, California 94501

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 7, 2019

 

Dear Shareholders of BioTime, Inc.:

 

We are pleased to invite you to attend the special meeting of shareholders of BioTime, Inc., a California corporation (“BioTime”), which 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 “BioTime Special Meeting”), for the following purposes:

 

  to consider and vote on a proposal to approve the issuance (the “BioTime Share Issuance”) of Common Shares of BioTime, no par value per share (the “BioTime Common Shares”), to Asterias stockholders pursuant to the Agreement and Plan of Merger, dated as of November 7, 2018 (the “Merger Agreement”), among BioTime, Asterias Biotherapeutics, Inc. (“Asterias”), and Patrick Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of BioTime, pursuant to which Merger Sub will merge with and into Asterias (the “Merger”), with Asterias surviving the Merger as a wholly owned subsidiary of BioTime, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “BioTime Share Issuance Proposal”); and
     
  to consider and vote on a proposal to adjourn the BioTime Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the BioTime Share Issuance Proposal (the “BioTime Adjournment Proposal”).

 

BioTime will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the BioTime Special Meeting.

 

The BioTime board of directors (the “BioTime Board”) has fixed the close of business on January 28, 2019 as the record date for determination of BioTime shareholders entitled to receive notice of, and to vote at, the BioTime Special Meeting or any adjournments or postponements thereof. Only holders of record of BioTime Common Shares at the close of business on the record date are entitled to vote at the BioTime Special Meeting and any adjournment or postponement of the BioTime Special Meeting.

 

The BioTime Board formed a committee (the “BioTime Special Committee”) of disinterested and independent directors of BioTime to evaluate the Merger and the BioTime Share Issuance and the BioTime Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the BioTime Share Issuance, are fair to, advisable and in the best interests of BioTime and its shareholders, and recommended to the BioTime Board that it approve the Merger Agreement, the Merger and the BioTime Share Issuance.

 

At a meeting duly called to consider the recommendation of the Special Committee, the members of the BioTime Board (by unanimous vote of the disinterested members of the BioTime Board, with Neal C. Bradsher, Alfred D. Kingsley and Michael H. Mulroy recusing themselves from the vote) (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the BioTime Share Issuance, are fair to, advisable and in the best interests of BioTime and its shareholders, (2) approved the Merger Agreement and the transactions contemplated thereby and (3) resolved to recommend that BioTime shareholders vote for the approval of the BioTime Share Issuance.

 

The BioTime Board recommends that BioTime shareholders vote “FOR” the BioTime Share Issuance Proposal and “FOR” the BioTime Adjournment Proposal.

 

Approval of the BioTime Share Issuance Proposal requires the affirmative vote of the holders of a majority of the total votes of BioTime Common Shares cast in person or by proxy at the BioTime Special Meeting to approve the BioTime Share Issuance pursuant to NYSE American Rules. Approval of the BioTime Adjournment Proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal pursuant to BioTime’s Bylaws, as amended to date.

 

   

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