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SEC Filings

DEFM14A
ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
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Ownership of Asterias Common Stock

 

Certain directors and executive officers of BioTime beneficially own, as of December 17, 2018, an aggregate of 5,964,256 shares of Asterias Common Stock as a group. In connection with the Merger, each outstanding share of Asterias Common Stock (other than shares owned by Asterias, BioTime, or Merger Sub, if any, which will be cancelled), including shares held by any of BioTime’s directors and executive officers, will be converted into the right to receive 0.71 BioTime Common Shares, with cash paid in lieu of fractional shares.

 

The following table sets forth the total number of shares of Asterias Common Stock beneficially owned by each such individual and certain affiliated entities, as well as each of the BioTime Named Executive Officers identified in the BioTime Proxy Statement on Schedule 14A filed with the SEC on March 29, 2018, as of December 17, 2018.

 

Name 

Number of

shares of

Asterias

Common Stock

Beneficially

Owned

 
Executive Officers     
Michael D. West(1)   3,846 
      
Non-Employee Directors     
Neal C. Bradsher(2)   5,292,156 
Alfred D. Kingsley(3)   254,000 
Michael H. Mulroy(4)   414,254 

 

 

 

(1) Includes 3,846 shares of Asterias Common Stock that may be acquired upon the exercise of certain stock options. Dr. West resigned as BioTime’s co-CEO in September 2018.
(2) Includes 5,292,156 shares of Asterias Common Stock owned by Broadwood Capital, Inc. Mr. Bradsher is the President of Broadwood Capital, Inc.
(3) Includes 245,000 shares of Asterias Common Stock that may be acquired upon the exercise of certain stock options.
(4) Includes 283,315 shares of Asterias Common Stock that may be acquired upon the exercise of certain stock options, 33,334 shares of Asterias Common Stock that may be acquired upon the exercise of certain stock options that will become exercisable within 60 days of December 17, 2018. Excludes 683,350 shares of Asterias Common Stock that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.

 

In addition, as of December 17, 2018, BioTime owned 38.9% of the outstanding shares of Asterias Common Stock. Since the deconsolidation of Asterias on May 13, 2016, BioTime experienced a loss of control under U.S. GAAP and Asterias ceased being a consolidated subsidiary but has remained a significant affiliate of BioTime.

 

Interests of Asterias’ Directors and Executive Officers in the Merger

 

In considering the recommendations of the Asterias’ Board with respect to the Merger, Asterias’ stockholders should be aware that certain of the directors and executive officers of Asterias have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Asterias’ stockholders generally. The Asterias Board and the Asterias Special Committee were aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching a decision to approve the Merger Agreement and the transactions contemplated therein. These interests are described below.

 

Service as Directors or Executive Officers of BioTime; Family Relationships

 

Mr. Michael Mulroy, CEO of Asterias and a member of the Asterias Board, and Mr. Alfred Kinsley, a member of the Asterias Board, each serve on the BioTime Board.

 

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