- $40 million in BioTime common shares;
- Warrants to purchase BioTime common shares (“ BioTime Warrants”);
- Rights to certain stem cell assets of BioTime, and shares of two BioTime subsidiaries engaged in the development of therapeutic products from stem cells.
|Michael D. West, PhD||Thomas Okarma, PhD, MD|
|Chief Executive Officer||Chief Executive Officer|
|BioTime, Inc.||BioTime Acquisition Corp.|
|Geron Founder||Former Geron CEO|
|Former Geron CEO||(1999-2011)|
The Stem Cell Transaction
- As a Geron shareholder, you would receive one BioTime Warrant and one share of BAC Series A common stock for each 20 shares of Geron common stock you own. In total, Geron shareholders would receive 21.4% of the BAC capital stock outstanding at the consummation of the Stem Cell Transaction. BioTime would own the remaining outstanding shares of capital stock of BAC. BioTime would also hold BAC warrants that, if exercised, would increase BioTime’s ownership interest by approximately 2%.
- Geron shareholders would receive BAC Series A common stock and BioTime would own BAC Series B common stock. The BAC Series A common stock that you and other Geron shareholders would acquire, and the BAC Series B common stock that will be owned by BioTime, will be identical in almost all respects, except that having a separate Series A common stock held by Geron shareholders will enable BAC to distribute the BioTime Warrants, and to make the Rights Offer described below, exclusively to the Series A shareholders.
- BAC would seek to have the BAC Series A common stock received by Geron shareholders listed for trading on a national securities exchange or on the OTC Bulletin Board market if exchange listing is not feasible.
- Following the acquisition of the Geron stem cell assets, BAC would distribute the BioTime Warrants to the Geron shareholders as holders of BAC Series A common stock. The distribution would entitle you and the other BAC Series A shareholders to receive one BioTime Warrant for each BAC Series A share received in the Stem Cell Transaction.
- The BioTime Warrants and underlying BioTime common shares would be registered under the Securities Act of 1933, as amended, and BioTime would seek to have the BioTime Warrants listed for trading on the NYSE MKT where its common shares are traded, or on the OTC Bulletin Board market if exchange listing is not feasible.
- Under our proposal, after the Stem Cell Transaction, BAC, as a new public company, would conduct a Rights Offer to the holders of the Series A common stock to raise additional capital.
- We presently contemplate that the Rights Offer would seek to raise approximately $39 million and would provide the Geron shareholders with the opportunity to increase their ownership interest in BAC to approximately 45% in the aggregate (without taking into account any BAC warrants) if they continue to hold their BAC Series A common stock and choose to exercise all of the subscription rights they receive in the Rights Offer.
- In addition to acquiring BAC Series A common stock, BAC shareholders who exercise their subscription rights in the Rights Offer would also receive warrants to purchase additional BAC Series A common stock, which if exercised would increase Geron shareholders’ ownership in BAC. We would propose to have BAC list those warrants on a national securities exchange or to arrange for the warrants to be traded on the OTC Bulletin Board so that the BAC shareholders could also sell their warrants at prevailing market prices.
- BAC would also seek to have the subscription rights distributed in the Rights Offer listed for trading on a national securities exchange or over-the-counter market so that shareholders who do not wish to exercise their subscription rights could sell them at prevailing market prices.
- If you receive subscription rights in the Rights Offer you would not be obligated to exercise those subscription rights, but instead you may choose to exercise some or all of your subscription rights in order to purchase additional BAC Series A shares and warrants, or you may sell some or all of your subscription rights, or you may simply choose to allow your subscription rights to expire unexercised.
About BioTime, Inc.BioTime, headquartered in Alameda, California, is a biotechnology company focused on regenerative medicine and blood plasma volume expanders. Its broad platform of stem cell technologies is enhanced through subsidiaries focused on specific fields of application. BioTime develops and markets research products in the fields of stem cells and regenerative medicine, including a wide array of proprietary ACTCellerate™ cell lines, HyStem ® hydrogels, culture media, and differentiation kits. BioTime is developing Renevia™ (formerly known as HyStem ®- Rx), a biocompatible, implantable hyaluronan and collagen-based matrix for cell delivery in human clinical applications. BioTime's therapeutic product development strategy is pursued through subsidiaries that focus on specific organ systems and related diseases for which there is a high unmet medical need. BioTime's majority owned subsidiary Cell Cure Neurosciences Ltd. is developing therapeutic products derived from stem cells for the treatment of retinal and neural degenerative diseases. BioTime's subsidiary OrthoCyte Corporation is developing therapeutic applications of stem cells to treat orthopedic diseases and injuries. Another subsidiary, OncoCyte Corporation, focuses on the diagnostic and therapeutic applications of stem cell technology in cancer, including the diagnostic product PanC-Dx™ currently being developed for the detection of cancer in blood samples. ReCyte Therapeutics, Inc. is developing applications of BioTime's proprietary induced pluripotent stem cell technology to reverse the developmental aging of human cells to treat cardiovascular and blood cell diseases. BioTime's subsidiary LifeMap Sciences, Inc. markets GeneCards ®, the leading human gene database, and is developing an integrated database suite to complement GeneCards ® that will also include the LifeMap™ database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database. LifeMap will also market BioTime research products. BioTime's lead product, Hextend ®, is a blood plasma volume expander manufactured and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang Corporation under exclusive licensing agreements. Additional information about BioTime can be found on the web at www.biotimeinc.com. About BioTime Acquisition Corporation BioTime Acquisition Corporation is a newly formed wholly owned subsidiary of BioTime, Inc., through which BioTime plans to pursue opportunities and acquire assets and businesses in the fields of stem cells and regenerative medicine.
This communication is not an offer to sell any securities or a solicitation of any vote or approval and BioTime and BAC are not offering to sell, or soliciting an offer to buy, any securities in any state where the offer or sale is not permitted.This communication is for informational purposes only and does not constitute an offer to sell any shares of BAC common stock or warrants or a solicitation of any vote or approval, nor is it a substitute for a prospectus/proxy statement that may be included in a registration statement that may be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act with respect to the proposed Stem Cell Transaction, or for a prospectus that may be included in a registration statement that may be filed under the Securities Act with respect to a Rights Offer. INVESTORS AND SECURITY HOLDERS OF GERON ARE URGED TO READ ANY PROSPECTUS/PROXY STATEMENT FOR THE STEM CELL TRANSACTION AND ANY PROSPECTUS FOR THE RIGHTS OFFER, AND ALL OTHER RELEVANT DOCUMENTS, THAT BIOTIME, BAC AND/OR GERON MAY FILE WITH THE SEC, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. All documents referred to above, if filed by BioTime or BAC, will be available free of charge at the SEC’s website ( www.sec.gov ) or by directing a request to BioTime’s Chief Financial Officer at 1301 Harbor Bay Parkway, Alameda, California 94502 firstname.lastname@example.org . Forward-Looking Statements Statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities for BioTime, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. Any statements that are not historical fact (including, but not limited to statements that contain words such as "will," "believes," "plans," "anticipates," "expects," "estimates") should also be considered to be forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the business of BioTime and BAC, particularly those mentioned in cautionary statements that are found in BioTime’s public filings with the Securities and Exchange Commission, any prospectus/proxy statement for the Stem Cell Transaction and prospectus for the Rights Offer, and other filings that BioTime or BAC may make with the Securities and Exchange Commission. BioTime and BAC each disclaims any intent or obligation to update these forward-looking statements.
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