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ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
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These updated forecasts were then provided by management of BioTime to Maxim, who was then directed by the BioTime Special Committee of the BioTime board of directors to use the Forecasts used by Maxim in connection with the rendering of Maxim’s fairness opinion and for performing Maxim’s related financial analysis, as described under the section titled “—Opinion of BioTime’s Financial Advisor.” A summary of the probability-adjusted free cash flows from the Forecasts used by Maxim is included below to provide BioTime stockholders access to specific non-public information that was considered by the BioTime Special Committee for purposes of evaluating the merger.


The following table contains summary data from the Forecasts used by Maxim.


(in thousands)
   2018   2019   2020   2021   2022   2023   2024   2025   2026   2027   2028 
Risk Adjusted Net Income/(Loss)   (10,276)   (19,713)   (18,538)   (13,010)   3,058    7,622    18,970    38,138    60,642    81,006    94,068 
    2029    2030    2031    2032    2033    2034    2035    2036    2037    2038      
Risk Adjusted Net Income/(Loss)   111,846    122,065    135,233    143,587    152,561    266,658    156,111    164,090    172,492    181,341      


Interests of BioTime’s Directors and Executive Officers in the Merger


In considering the recommendations of the BioTime Board with respect to the Merger, BioTime’s shareholders should be aware that certain of the directors and executive officers of BioTime have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of BioTime’s shareholders generally. The BioTime Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendations that BioTime’s shareholders approve the BioTime Share Issuance. The BioTime Board also ultimately determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the BioTime Share Issuance, was fair to, advisable and in the best interests of BioTime and its shareholders. See the sections entitled “The Merger—Background of the Merger” and “The Merger—BioTime’s Reasons for the Merger and BioTime Share Issuance; Recommendation of the BioTime Board of Directors.” These interests are described in more detail below.


Service as Directors or Executive Officers of Asterias


Mr. Alfred D. Kingsley, the Chairman of the BioTime Board, and Michael H. Mulroy, a member of the BioTime Board, each serve on the Asterias Board. In addition, Mr. Mulroy serves as Asterias’ Chief Executive Officer.


As discussed in the section entitled “The Merger—Background of the Merger,” the BioTime Board agreed that Messrs. Kingsley and Mulroy would recuse themselves from any vote by the BioTime Board on matters related to a potential acquisition of Asterias, including approval of the economic terms of any such acquisition, and the BioTime Board also held sessions in which such topics were discussed without the participation of Messrs. Kingsley and Mulroy. Additional information regarding the material business and other relationships of the members of the BioTime Board with Asterias is described in BioTime’s Proxy Statement for its 2018 annual meeting of stockholders on Schedule 14A, which is incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information,”



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