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SEC Filings

ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
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Raymond James used the ranges of equity values for Asterias and BioTime to calculate the implied share price and implied exchange ratio that would be attributable to the holders of shares of Asterias Common Stock. The implied share price calculations were based on Asterias’ fully diluted shares outstanding of 56,243,810 and BioTime’s fully diluted shares outstanding of 127,588,607. Raymond James then compared these implied exchange ratios to the Exchange Ratio implied by the Merger. The results of this analysis are summarized below:



Asterias and BioTime Implied Share Priced from

Selected Companies Analysis as of 11/02/18 ($)

   25th Percentile   Median   Mean   75th Percentile 
Asterias Implied Share Price  $0.39   $0.77   $1.42   $1.69 
BioTime Implied Share Price  $0.89   $1.55   $2.34   $2.25 


   Implied Exchange Ratio as of 11/02/18 
   Minimum   Maximum 
Implied Exchange Ratio   0.17    1.90 


Raymond James noted that the Exchange Ratio implied by the Merger was within the range of exchange ratios implied by this analysis.


Selected Transaction Analysis - Asterias. Raymond James analyzed publicly available information relating to selected acquisition transactions consummated during the period from January 1, 2017 to November 7, 2018, in which the buyer acquired an ownership stake greater than 49% and in which the target was an early to mid-stage biotechnology company based in the U.S. (the “Asterias Selected Transactions”). For each transaction, Raymond James reviewed the total transaction value excluding any contingent value rights (“CVRs”). The Asterias Selected Transactions used in the analysis included:




  Target   Buyer
10/09/2018   Vector Neurosciences Inc.   MeiraGTx Holdings plc
09/20/2018   Celenex, Inc.   Amicus Therapeutics, Inc.
09/14/2018   Bonti, Inc.   Allergan plc
12/12/2017   Repros Therapeutics Inc.   Allergan plc
11/02/2017   Ocera Therapeutics, Inc.   Mallinckrodt plc
09/18/2017   Dimension Therapeutics, Inc.   Ultragenyx Pharmaceutical Inc.
06/27/2017   Altor BioScience Corporation   NantCell, Inc.
01/24/2017   GenVec, Inc.   Intrexon Corporation


Raymond James reviewed the mean, median, 25th percentile and the 75th percentile of the transaction values to derive a range of potential values for Asterias. The results of the Asterias Selected Transactions analysis are summarized below:



Asterias Selected Transactions Transaction Value as of


($ in millions)




   Median   Mean   75th Percentile 
Transaction Value  $23.6   $69.3   $78.6   $112.8 



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