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SEC Filings

424B3
BIOTIME INC filed this Form 424B3 on 02/04/2019
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Raymond James has been engaged to render financial advisory services to Asterias in connection with the proposed Merger and will receive a fee (the “Transaction Fee”) for such services, a substantial portion of which is contingent upon consummation of the Merger. Raymond James will also receive a fee upon the delivery of this Opinion, which is not contingent upon the successful completion of the Transaction or on the conclusion reached herein, but is creditable against the Transaction Fee. In addition, Asterias has agreed to reimburse certain of our expenses and to indemnify us against certain liabilities arising out of our engagement.

 

In the ordinary course of our business, Raymond James may trade in the securities of Asterias and Biotime for our own account or for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities. There are no material relationships that existed during the two years prior to the date of this Opinion or are mutually understood to be contemplated in which any compensation was received or is intended to be received as a result of the relationship between Raymond James and Asterias. Raymond James has provided certain services to Biotime in the past two years unrelated to the Merger, including serving as the sole book-running manager for two public offerings of Biotime Common Stock, for which services Raymond James received compensation. Raymond James may provide investment banking, financial advisory and other financial services to Biotime and its affiliates in the future, for which Raymond James may receive compensation.

 

It is understood that this letter is for the information of the Committee (solely its capacity as such) in evaluating the proposed Merger and does not constitute a recommendation to the Committee, the Board of Directors of Asterias or any stockholder of Asterias regarding how the Board of Directors of Asterias or any such stockholder should vote on the proposed Merger. This Opinion may not be reproduced or used for any other purpose without our prior written consent, except that this Opinion may be disclosed in full in any proxy statement or prospectus filed with any registration statement that is required to be filed in connection with the Merger with the Securities and Exchange Commission.

 

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Exchange Ratio is fair, from a financial point of view, to the holders of Asterias Common Stock other than holders of Excluded Shares.

 

Very truly yours,  
   
RAYMOND JAMES & ASSOCIATES, INC.  
   
/s/ Stu Barich  

 

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