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.”|
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
of Asterias’ Financial Advisor
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.
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.
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.