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SEC Filings

ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
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In reaching its determination and recommendation to the Asterias Board, the Asterias Special Committee, as described above in the section entitled “—Background of the Merger,” held a number of meetings, consulted with Asterias’ senior management and its advisors at Dentons and Raymond James and considered a number of factors. The various factors the Asterias Special Committee considered that weighed positively in favor of the Asterias Merger Proposal included, among others and not necessarily in order of relative importance:


  the Merger would bring together BioTime’s OpRegen program in age-related macular degeneration and AST’s OPC1 program in spinal cord injury, creating a leading regenerative medicine company aimed at providing breakthrough solutions in areas of high unmet medical need;
  together with Asterias’ immunotherapy clinical program in non-small cell lung cancer which is being funded and sponsored by Cancer Research UK, the Combined Company would have three active clinical programs, each with its own future clinical and regulatory milestones and that the potential successful accomplishments of these milestones would provide a greater degree of news flow and opportunity to drive investor interest;
  the Combined Company would benefit from an industry leading intellectual property portfolio and experience with all phases of therapeutic product development, with a special emphasis on clinical program execution;
  the transaction simplifies the corporate / ownership structure of both companies, eliminating Asterias’ stockholder overhead and fully integrating Asterias’ clinical programs within BioTime’s corporate structuring and that that the Combined Company should also result in significant cost savings, including reduced corporate overhead;
  Asterias, as a standalone company, has limited financial resources and access to capital;
  the Combined Company is expected to have greater access to capital and lower capital costs (including on potentially more favorable terms) than Asterias on a standalone basis due to its larger size, diversified program portfolio, membership in the Russell 2000 index and listing on both the NYSE American and TASE Exchange in Israel;
  as an early stage cell therapy company, Asterias faces the prospect of multiple “tech transfers” to third parties to manufacture cells on a late-stage clinical and commercial scale;
  the Combined Company will be a vertically integrated cell therapy company, with strong manufacturing capabilities;
  the Combined Company’s management team will draw upon experienced leaders from both companies while Asterias has experienced significant executive management turnover since being formed in late 2013, including at the chief executive officer level, which has included resignations by key executives who have not been replaced, including Asterias’ Chief Scientific Officer and Chief Operating Officer;
  the fact that the consideration to be received by Asterias stockholders consists entirely of BioTime Common Shares, which provides Asterias stockholders with reduced volatility and an ownership interest in BioTime following the completion of the Merger, and which represents an opportunity to participate in the potential for earnings per share accretion and potential cost synergies created by the Merger;
  the fact that after giving effect to the Merger, the outside shareholders of Asterias who owned approximately 60% of Asterias will own approximately 16% of the combined company’s outstanding Common Stock, which would allow these stockholders to participate in the future growth of the combined company after the consummation of the Merger;



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