Full Press Release Details
Announces Non-Binding Letter of Intent with Geron Regarding Stem Cell
ALAMEDA, Calif.--(BUSINESS WIRE)--November 15, 2012--BioTime, Inc. (NYSE
MKT: BTX) and its recently formed subsidiary BioTime Acquisition
Corporation (BAC) jointly announced today that they have entered into a
non-binding letter of intent (LOI) with Geron Corporation. The LOI
contains broad terms of a potential transaction through which Geron
would contribute to BAC its intellectual property and other assets
related to Geron's discontinued human embryonic stem cell programs.
BioTime would contribute to BAC $5 million in cash, $30 million of
BioTime common shares, warrants to purchase eight (8) million common
shares of BioTime at a pre-specified price, rights to use certain human
embryonic stem cell lines, and minority stakes in two of BioTime's
subsidiaries. In addition, a private investor would invest $5 million in
Following consummation of the potential transaction, Geron stockholders
would receive shares representing 21.4% of the common stock of BAC as
well as warrants to purchase 8 million shares of BioTime common stock at
a pre-specified price. BioTime would own approximately 71.6%, and a
private investor would own approximately 7.0% of the outstanding BAC
common stock for their $5 million investment. BioTime would also receive
warrants that would enable it to increase its ownership in BAC by
approximately 2%, which would reduce the Geron stockholders' ownership
in BAC to 19.2%. BAC would also be committed to pay to Geron royalties
on the sale of products that are commercialized in reliance upon Geron
patents acquired by BAC.
The LOI is not a binding agreement to complete the transaction.
Consummation of the transaction is necessarily subject to entering into
a definitive agreement between the parties containing terms and
conditions yet to be negotiated.
Kaye Scholer LLP and Thompson, Welch, Soroko & Gilbert LLP are acting as
legal counsel to BioTime in connection with the acquisition of Geron's
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 any BioTime 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 transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ ANY PROSPECTUS/PROXY STATEMENT FOR THE
TRANSACTION AND ALL OTHER RELEVANT DOCUMENTS THAT BIOTIME OR BAC 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
BioTime Forward-Looking Statements
Statements pertaining to future financial and/or operating results,
future growth in research, technology, clinical development, and
potential opportunities for BioTime or BAC, 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