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SEC Filings

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

 

Q: What will Asterias stockholders receive in the Merger?

 

A: If the Merger is completed, holders of Asterias Common Stock will be entitled to receive 0.71 BioTime Common Shares for each share of Asterias Common Stock they hold at the effective time of the Merger. Asterias stockholders will not receive any fractional BioTime Common Shares in the Merger. Instead, BioTime will pay cash in lieu of any fractional BioTime Common Shares that an Asterias stockholder would otherwise have been entitled to receive.

 

As of January 28, 2019, BioTime owned approximately 39% of the outstanding shares of Asterias Common Stock. Pursuant to the Merger Agreement, all such shares of Asterias Common Stock will be cancelled and will cease to exist for no consideration.

 

Q: What will happen to outstanding Asterias equity awards in the Merger?

 

A: Stock Options. At the Effective Time, each outstanding option to purchase shares of Asterias Common Stock pursuant to Asterias’ Amended and Restated 2013 Equity Incentive Plan will be cancelled and extinguished for no consideration and shall cease to exist after the effective time of the Merger.

 

Restricted Stock Unit Awards. Each outstanding Asterias restricted stock unit award shall vest in full immediately prior to the effective time of the Merger and shall be cancelled and converted into the right to receive, as soon as reasonably practicable after the effective time of the Merger, 0.71 BioTime Common Shares in respect of each share of Asterias Common Stock underlying the Asterias restricted stock unit award. For a full description of the treatment of Asterias restricted stock unit awards, see the section entitled “The Merger—Treatment of Asterias Equity Awards.”

 

Q: What will happen to outstanding Asterias warrants in the Merger?

 

A: Pursuant to the terms of the Merger Agreement, each outstanding warrant to purchase shares of Asterias Common Stock (the “Asterias Warrants”) will be treated in accordance with the terms of the applicable Warrant Agreement.

 

Q: If I am an Asterias stockholder, how will I receive the merger consideration to which I am entitled?

 

A: After receiving the proper documentation from you, following the effective date of the Merger, the exchange agent will forward to you the BioTime Common Shares and cash in lieu of fractional shares to which you are entitled. For additional information about the exchange of shares of Asterias Common Stock for BioTime Common Shares, see the section entitled “The Merger—Exchange of Shares in the Merger.”

 

Q: What is the value of the merger consideration?

 

A: The dollar value of the merger consideration may fluctuate between the date of this joint proxy statement/prospectus and the completion of the Merger based upon the market value of BioTime Common Shares. In the Merger, Asterias stockholders will receive the fixed amount of 0.71 BioTime Common Shares in exchange for each share of Asterias Common Stock. Any fluctuation in the market price of BioTime Common Shares after the date of this joint proxy statement/prospectus will change the value of the BioTime Common Shares that Asterias stockholders will receive at the effective time of the Merger.

 

Based on the closing price of BioTime Common Shares on the NYSE American stock exchange (“NYSE American”) on November 7, 2018, the last full trading day before the public announcement of BioTime’s proposal to acquire Asterias, the Exchange Ratio represented approximately $1.49 in value for each share of Asterias Common Stock. Based on the closing price of BioTime Common Shares on NYSE American on February 1, 2019, the latest practicable date before the date of this joint proxy statement/prospectus, the Exchange Ratio represented approximately $0.94 in value for each share of Asterias Common Stock. We urge you to obtain current market quotations of BioTime Common Shares and Asterias Common Stock.

 

Q: What will happen to BioTime Common Shares in the Merger?

 

A: If the Merger is completed, BioTime shareholders will not receive any merger consideration as a result of the Merger and will continue to own their existing BioTime Common Shares.

 

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