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DEFM14A
ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
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As further described above, certain assumptions and financial estimates relating to Asterias were also provided to Maxim and approved by BioTime for use by Maxim in connection with its evaluation of the fairness of the Exchange Ratio and the merger consideration from a financial point of view to BioTime and the shareholders of BioTime (such financial estimates are referred to as the “Forecasts used by Maxim”). The Forecasts used by Maxim were prepared based on information received by BioTime from Asterias and modified by BioTime management, as described in the section entitled “—Opinion of BioTime’s Financial Advisor.” The inclusion of any unaudited financial projections or assumptions underlying such information, including the Forecasts used by Maxim or a description of their use in connection with Maxim’s evaluation of the fairness of the Exchange Ratio and the merger consideration from a financial point of view to BioTime and BioTime shareholders in this prospectus, however, should not be regarded as an indication that BioTime, Asterias, the BioTime Board, the Asterias Board, the Asterias Special Committee or the BioTime Special Committee or any other recipient of this information considered, or now considers, the Forecasts used by Maxim to be predictive of actual future results.

 

You should not place undue reliance on the unaudited financial projections contained in this joint proxy statement/prospectus.

 

The Projections Used By Raymond James and the Forecasts used by Maxim are being included in this joint proxy statement/prospectus in accordance with subsection (a)(6) of Item 1015 of Regulation M-A because they constitute part of the bases of the analysis conducted by Raymond James and by Maxim as described herein, in connection with delivering their respective opinions described under the section entitled “—Opinion of BioTime’s Financial Advisor” and “—Opinion of Financial Advisor to the Asterias Special Committee.”

 

The Projections Used By Raymond James and the Forecasts used by Maxim are subjective in many respects and thus subject to interpretation. While presented with numeric specificity, the Projections Used By Raymond James and the Forecasts used by Maxim reflect numerous estimates and assumptions that are inherently uncertain with respect to general business, economic, market and financial conditions and matters specific to Asterias or BioTime, including the revenues to be received following FDA approval, the likelihood of receiving FDA approval, and the other factors described or referenced under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and under the section entitled “Risk Factors,” all of which are difficult to predict and many of which are beyond Asterias’ or BioTime’s control. Neither Asterias nor BioTime can provide any assurance that the assumptions underlying the Projections Used By Raymond James or the Forecasts used by Maxim are or were reasonable. Many of the assumptions reflected in the Projections Used By Raymond James and the Forecasts used by Maxim are subject to change and none of the Projections Used By Raymond James or the Forecasts used by Maxim reflect revised prospects for Asterias or BioTime business, changes in general business or economic conditions or any other transactions or event that has occurred or that may occur and that was not anticipated at the time such financial information was prepared. The Projections Used By Raymond James and the Forecasts used by Maxim cover multiple years and such information by its nature becomes less predictive with each succeeding year. Neither Asterias nor BioTime assume any obligation, nor does any of them intend, to update or otherwise revise the Projections Used By Raymond James or the Forecasts used by Maxim. There can be no assurance that the results reflected in any of the Projections Used By Raymond James or the Forecasts used by Maxim will be realized or that actual results will not materially vary from the Projections Used By Raymond James and the Forecasts used by Maxim. Therefore, the inclusion of the Projections Used By Raymond James and the Forecasts used by Maxim in this prospectus should not be relied on as predictive of actual future events nor construed as financial guidance.

 

Although presented with numerical specificity, the Projections Used By Raymond James and the Forecasts used by Maxim were prepared in the context of numerous variables, estimates and assumptions that are inherently uncertain and beyond BioTime or Asterias’ control and which may prove not to have been, or to no longer be, accurate. Important factors that may affect actual results and cause these Projections Used By Raymond James or the Forecasts used by Maxim to not be achieved include, but are not limited to, risks and uncertainties relating to Asterias’ business (including its ability to achieve strategic goals, objectives and targets over the applicable periods, and obtain regulatory approval of Asterias’ product candidates), industry performance, the regulatory environment, general business and economic conditions and other factors. In addition, the Projections Used By Raymond James and the Forecasts used by Maxim also reflect assumptions that are subject to change and do not reflect revised prospects for Asterias’ business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Projections Used By Raymond James and the Forecasts used by Maxim were prepared. Accordingly, there can be no assurance that these Projections Used By Raymond James or the Forecasts used by Maxim will be realized or that future financial results will not materially vary from these Projections Used By Raymond James and the Forecasts used by Maxim.

 

The Projections Used By Raymond James and the Forecasts used by Maxim are forward-looking statements. For information on factors that may cause these future financial results to materially vary, see the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

 

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