Full Press Release Details
Press Release, Dated May 9, 2014
Geron Announces Record Date for
Distribution of Asterias Series A Common Stock
MENLO PARK, CA, May 9, 2014 Geron Corporation
(Nasdaq: GERN) today announced that it has set May 28, 2014 as the record date for the distribution to Geron stockholders of
the Series A Common Stock from Asterias Biotherapeutics, Inc. ( Asterias ) that Geron received in the previously
announced transaction to divest Geron s human embryonic stem cell assets, which closed on October 1, 2013. Geron expects
to complete by the end of July 2014 the distribution of the 6,537,779 shares of Asterias Series A common stock, to be made on
a pro rata basis to eligible Geron stockholders of record as of the close of business on the record date.
As announced previously, under the terms of the Asset Contribution
Agreement with BioTime, Inc. (NYSE: BTX) and Asterias,
as consideration for Geron s contribution to Asterias of its human embryonic stem cell assets, Geron received
6,537,779 shares of Asterias Series A common stock. Under the terms of the Asset Contribution
Agreement, Geron is contractually obligated to distribute the Asterias Series A common stock to Geron s
stockholders on a pro rata basis (the Series A Distribution ), other than with respect to fractional shares and
shares that would otherwise be
distributed to Geron stockholders residing in certain excluded jurisdictions, as explained
below. Only Geron stockholders as of the close of business on the May 28, 2014 record date and residing in the following
jurisdictions will receive shares in the Series A Distribution: the United States, Anguilla, Argentina,
Austria, Australia, Belgium, Bulgaria,
Canada, Cayman Island, China, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland,
France, Germany, Greece, Guam, Guernsey, Hong Kong, Hungary, India, Ireland, Israel, Italy, Japan, Korea, Latvia,
Lebanon, Liechtenstein, Luxembourg, Malta, Mexico, Monaco, Netherlands, Norway, Panama, Poland, Portugal,
Puerto Rico, Romania, Saudi Arabia, Singapore, Slovenia, Slovakia, Spain, Sweden, Switzerland, Taiwan, United
Arab Emirates, United Kingdom, Uruguay, British Virgin Island, and the U.S. Virgin Island (collectively, the
Distribution Jurisdictions ). All locations other than the Distribution Jurisdictions described above are
considered excluded jurisdictions. In
lieu of Geron distributing the Asterias Series A common stock in excluded jurisdictions, the Asterias
Series A common stock that Geron stockholders who reside in excluded jurisdictions would otherwise receive
will instead be sold for cash at prevailing market prices, and the net cash proceeds will be distributed ratably
to those stockholders. In addition, fractional shares will not be distributed in the Series A Distribution and will
instead be aggregated and sold for cash at prevailing market prices, and the net cash proceeds from the sales
will be distributed ratably to Geron stockholders who would otherwise be entitled to receive fractional shares.
Based on the number of shares of Geron common stock outstanding as
of April 25, 2014 (156,938,288 shares),
Geron estimates that for each share of Geron common stock held by a Geron stockholder, such Geron stockholder will
receive approximately 0.0417 of a share of Asterias Series A common stock in the Series A Distribution, or cash
in lieu thereof as described above. This estimated ratio equates to one whole share of Asterias Series A common stock
for every approximately 24 shares of Geron common stock. The actual pro rata ratio for the Series A Distribution
will be determined following the May 28, 2014 record date and may be different than the example given
above if there is any change in the number of shares of Geron common stock outstanding as of the record
Following completion of the Series A Distribution, Asterias is
contractually obligated under the Asset Contribution Agreement
to distribute on a pro rata basis to the holders of Asterias Series A common stock five-year
warrants to purchase eight million
shares of BioTime common stock at an exercise price of $5.00 per share (the BioTime Warrants ).
The BioTime Warrants were issued to Asterias by BioTime upon the close of the asset contribution
A registration statement on Form S-1 relating to the Series A Distribution
was previously prepared and filed by
Asterias with the Securities and Exchange Commission (the SEC ) and was declared effective by the SEC on May
2, 2014. The registration statement is
available on the SEC s website located at http://www.sec.gov. Copies of the final
prospectus relating to the Series A Distribution, when available, may be obtained from Robert Peabody, Chief Financial
Officer, Asterias Biotherapeutics, Inc., 230 Constitution Drive, Menlo Park, CA 94025. In addition, the final prospectus
relating to the Series A Distribution will be mailed to all Geron stockholders entitled to receive Asterias Series
A common stock in the Series A Distribution. The registration statement and prospectus prepared by Asterias describe
Asterias, including the risks of owning Asterias Series A common stock, and other details regarding the Series
A Distribution. As described therein, Asterias is a newly organized, development stage company in the start-up
phase, and has only recently commenced its primary product development programs. Geron stockholders as of the
record date should review the registration statement and prospectus for further information about Asterias and the
risks of owning Asterias Series A common stock.
Although Asterias plans to arrange for the trading of the Asterias
Series A common stock on the OTC Bulletin Board upon
the completion of the Series A Distribution, there is no existing public market for the Asterias Series A common
stock (or any other Asterias securities) or the BioTime Warrants, and there can be no assurance that an active
public market for either the Asterias Series A common stock or BioTime Warrants will ever develop. Geron stockholders
are cautioned that any value that Geron stockholders may ascribe to the Asterias Series A common stock
or the related BioTime Warrants is highly speculative.
The fair market value of Asterias Series A common stock and any cash
distributed to Geron stockholders in the Series
A Distribution will be treated as dividend income for U.S. federal income tax purposes for Geron stockholders
to the extent made out of Geron s current or accumulated earnings and profits (as determined under U.S.
federal income tax principles), if any. If any dividend income or gain were recognized by Geron stockholders in
connection with the distribution of the Asterias Series A common stock and cash, if any, or the anticipated distribution
by Asterias of the BioTime Warrants, as described above, Geron stockholders could incur U.S. federal income
taxes with respect to such distributions. The lack of an existing, or potentially any future, market for the
Asterias Series A common stock or the BioTime Warrants could limit or preclude the ability of Geron
stockholders to sell a sufficient
quantity of Asterias Series A common stock to satisfy such potential tax liabilities. As a result, Geron
stockholders may incur tax liabilities, but be unable to realize value from any Asterias Series A common stock
distributed by Geron and/or the BioTime Warrants to be distributed by Asterias. Because no further action is required
on the part of Geron stockholders to receive the Asterias Series A common stock and the related BioTime Warrants
in the distributions, if Geron stockholders do not want to receive the Asterias Series A common stock and the
related BioTime Warrants in the distributions (or cash in lieu thereof), the only recourse for Geron stockholders
will be to divest their Geron common stock prior to the May 28, 2014 record date. The foregoing
discussion is not and should not be construed to be tax advice to any Geron stockholder or any recipient of any
Asterias Series A common stock or BioTime Warrants. Holders of Geron common stock are urged to consult their tax
advisors with respect to the tax consequences of the distributions generally and in their particular circumstances,
including the applicability and effect of the alternative minimum tax and any state, local, foreign or other
tax laws and of changes in those laws.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such state or
Geron is a clinical stage
biopharmaceutical company developing a first-in-class telomerase inhibitor, imetelstat,
myeloid malignancies. For more information about Geron, visit
Use of Forward-Looking
Except for the historical information contained herein, this press
release contains forward-looking