BioTime, Inc. (NYSE MKT: BTX) and its subsidiary Cell Cure Neurosciences Ltd. (Cell Cure) today announced that they have entered into a share purchase agreement through which BioTime agreed to purchase 87,456 Cell Cure ordinary shares in exchange for 906,735 BioTime common shares. As a result of the share purchase, BioTime will own, directly and through its wholly owned subsidiary ES Cell International Pte. Ltd., approximately 62.6% of the outstanding ordinary shares of Cell Cure.
The number of BioTime common shares that will be issued to acquire the Cell Cure shares was based upon an average market price of $3.86 per BioTime common share determined on the basis of the ten actual trading days prior to November 1, 2012. Under the Share Purchase Agreement, BioTime may be required to issue additional common shares to Cell Cure, or Cell Cure may be required to issue additional Cell Cure ordinary shares to BioTime, depending upon whether the market value of BioTime common shares increases or decreases by more than 15%, based upon the average closing price for the ten trading days commencing on May 1, 2013. If the market value of BioTime common shares declines by more than 15%, then BioTime will issue an additional number of shares required to make the value of the total number of common shares issued equal to $3.5 million, less the initial $3.86 market price multiplied by any BioTime common shares sold by Cell Cure prior to that date, and subject to a maximum 33% increase in the number of BioTime shares issued. Conversely, if the value of BioTime shares increases by more than 15% as of such date, Cell Cure will be required to issue to BioTime a number of additional Cell Cure ordinary shares sufficient to bring the value of the Cell Cure shares issued to BioTime under the Share Purchase Agreement to the value of the BioTime common shares issued, also determined on the basis of a ten-day trading period commencing on May 1, 2013, but subject to a 33% maximum increase in the number of Cell Cure shares issued.