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SEC Filings

424B3
BIOTIME INC filed this Form 424B3 on 02/04/2019
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On November 27, 2018, Raymond James again reached out to nine of the eleven parties that had not responded to the initial outreach to see if they were interested in engaging in discussions with Asterias at this time. Asterias reached out directly to three of the eleven parties (with both Asterias and Raymond James reaching out to one party). Subsequent to November 27, 2018 two of the parties contacted Asterias to indicate that they are not in a position to submit an alternative proposal at this time.

 

On December 3, 2018, the “go-shop” period expired without any third party making an alternative proposal.

 

The above description chronology summarizes key events and contacts that led to the signing of the Merger Agreement. It does not purport to describe every conversation among the Asterias Special Committee, the BioTime Special Committee, members of the management of Asterias or BioTime or representatives of the Asterias Special Committee or BioTime Special Committee and other parties with respect to the Merger.

 

BioTime’s Reasons for the Merger and BioTime Share Issuance; Recommendation of the BioTime Board of Directors

 

On November 7, 2018, the BioTime Board, with Messrs. Bradsher, Kingsley and Mulroy recusing themselves, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the BioTime Share Issuance, are fair to, advisable and in the best interests of BioTime and its shareholders, (2) approved the Merger Agreement and the transactions contemplated thereby and (3) resolved to recommend that BioTime shareholders vote for the approval of the BioTime Share Issuance.

 

Accordingly, the BioTime Board recommends that BioTime shareholders vote “FOR” the BioTime Share Issuance Proposal and “FOR” the BioTime Adjournment Proposal.

 

In reaching its decision, the BioTime Board, with Messrs. Bradsher, Kingsley and Mulroy recusing themselves, as described above in the section entitled “—Background of the Merger,” held a number of meetings, consulted with BioTime’s senior management and its legal and financial advisors, respectively, and considered a number of factors.

 

The various factors the BioTime Board considered that weighed positively in favor of the Merger and the BioTime Share Issuance Proposal included, among others and not necessarily in order of relative importance:

 

  its belief that the Combined Company will operate more efficiently to create a premier cell therapy company;
     
  its ability to enjoy new partnerships with notable institutions such as the California Institute for Regenerative Medicine and Cancer Research UK;
     
  its belief that Asterias cell therapy product candidates fit naturally and operationally within BioTime’s existing portfolio and would enhance BioTime’s shareholders value by diversifying the pipeline of BioTime with two additional clinical-stage assets addressing high unmet medical needs;
     
  its expectation of substantial cost and other financial synergies as well as synergies relating to capabilities and needs as a result of the Merger and its belief that the Combined Company will enjoy other advantages from critical mass, including potentially in connection with financing;
     
  its belief that the Merger can accelerate Asterias product development and commercialization timelines due to Asterias ability to leverage BioTime’s unique cell manufacturing expertise at BioTime’s GMP facility in Israel and its broad patent position;

 

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