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SEC Filings

424B3
BIOTIME INC filed this Form 424B3 on 02/04/2019
Entire Document
 
 

 

if Asterias has materially and willfully breached its obligations under the go-shop, non-solicitation or notice and information provisions of the Merger Agreement; or
   
if, prior to the receipt of the approval of BioTime’s shareholders, the BioTime Board or any requisite committee thereof has effected a BioTime Board Recommendation Change in compliance with the terms of the Merger Agreement and BioTime pays a termination fee (as described below);

 

by Asterias:

 

if, prior to the receipt of the approval of BioTime’s shareholders, (i) the BioTime Board or any requisite committee thereof has effected a BioTime Board Recommendation Change, (ii) BioTime fails to include the BioTime Board Recommendation in this joint proxy statement / prospectus, or (iii) BioTime fails to publicly reaffirm the BioTime Board Recommendation within 10 business days after Asterias requests such reaffirmation in writing following any public statement by a shareholder of BioTime or a member of the BioTime Board in opposition to the Merger; or
   
if Asterias receives a Superior Proposal, the Asterias Board has determined to terminate the Merger Agreement, Asterias has complied with the go-shop, non-solicitation or notice and information provisions of the Merger Agreement and prior to or concurrently with such termination Asterias pay BioTime a termination fee (as described below).

 

If the Merger Agreement is validly terminated, the agreement will become null and void and there will be no liability on the part of BioTime, Merger Sub or Asterias, except in the case of fraud or a willful or intentional breach of a representation, warranty, covenant or agreement set forth in the Merger Agreement. The provisions of the Merger Agreement relating to BioTime’s vote, publicity, effects of termination, expenses, interpretation, governing law, jurisdiction, waiver of jury trial, assignment and specific performance, as well as the confidentiality agreement entered into between BioTime and Asterias, will continue in effect notwithstanding termination of the Merger Agreement.

 

Expenses and Termination Fees

 

Generally, each party shall pay all fees and expenses incurred by it in connection with the Merger and the other transactions and agreements contemplated by the Merger Agreement. However, upon a termination of the Merger Agreement, a party may become obligated to pay to the other party a termination fee or expense reimbursement in certain circumstances, as described below.

 

Asterias will be obligated to pay a termination fee of $2 million in cash to BioTime if:

 

Asterias terminates the Merger Agreement, as permitted by and in compliance with the terms of the Merger Agreement, prior to obtaining the approval of the Asterias stockholders required to consummate the Merger, in order to enter into a binding agreement providing for a Superior Proposal;
   
BioTime terminates the Merger Agreement (i) because Asterias has materially and willfully breached the go-shop, non-solicitation and notice and information provisions of the Merger Agreement, (ii) prior to obtaining the approval of Asterias stockholders for the Merger, because

 

the Asterias Board effects an Asterias Adverse Change Recommendation,
   
Asterias fails to include the Asterias Board Recommendation in this joint proxy statement/prospectus,
   
following a public tender offer or exchange offer, Asterias fails to recommend against acceptance of such offer within 10 business days, or

 

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