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SEC Filings

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

 

  the oral opinion of Raymond James, the Asterias Special Committee’s financial advisor, to the Asterias Special Committee (which was confirmed in writing by delivery of Raymond James’ written opinion dated November 7, 2018), to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Exchange Ratio was fair, from a financial point of view, to the holders of Asterias Common Stock, other than with respect to any shares of Asterias Common Stock held by BioTime, Asterias or their respective wholly-owned subsidiaries. See the section entitled “The Merger— Opinion of Asterias’ Financial Advisor.”

 

In considering the recommendation of the Asterias Board to approve the proposal to approve and adopt the Merger Agreement and the Merger, Asterias stockholders should be aware that Asterias’ executive officers and directors may have interests in the Merger that are different from, or in addition to, those of Asterias stockholders generally. The Asterias Board and the Asterias Special Committee were aware of these interests during their respective deliberations on the merits of the Merger and in the Asterias Board deciding to recommend that Asterias stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement and the Merger. See the section entitled “—Interests of Asterias’ Directors and Executive Officers in the Merger.”

 

Opinion of Asterias’ Financial Advisor

 

At the November 7, 2018, meeting of the Asterias Special Committee, representatives of Raymond James rendered Raymond James’s oral opinion, which was also shared with the Asterias Board at the November 7, 2018 meeting of the Asterias Board and subsequently confirmed by delivery of a written opinion to the Special Committee, dated November 7, 2018, to the effect that, as of such date, and based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion, the Exchange Ratio to be received by the holders of shares of Asterias’ outstanding common stock (other than with respect to any shares of Asterias Common Stock held by BioTime, Asterias or their respective wholly-owned subsidiaries) in the Merger pursuant to the Merger Agreement was fair to such holders from a financial point of view.

 

The full text of the written opinion of Raymond James is attached as Annex C to this joint proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion. Holders of Asterias Common Stock are urged to read the opinion in its entirety.

 

Raymond James provided its opinion for the information of the Asterias Special Committee (solely in its members’ capacities as such) in connection with, and for purposes of, its consideration of the Merger, and its opinion only addresses whether the Exchange Ratio to be received by the holders of shares of Asterias Common Stock (other than shares of Asterias Common Stock held by BioTime, Asterias or any of their respective wholly-owned subsidiaries) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. No limitations were imposed by the Asterias Special Committee upon Raymond James with respect to the investigation made or the procedures followed in rendering its opinion. The opinion of Raymond James does not address any other term or aspect of the Merger Agreement or the Merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Asterias Board or to any holder of Asterias Common Stock as to how the Asterias Board, such stockholder or any other person should vote or otherwise act with respect to the Merger or any other matter. Raymond James does not express any opinion as to the likely trading range of BioTime Common Shares following the Merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of BioTime at that time.

 

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