[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Hadasit Bio-Holdings (HBL) and BioTime Complete Shares Swap Transaction in Cellcure Neurosciences
As part of the transaction, HBL, which owns 21% of Cellcure's share capital, will sell its entire holdings to BioTime, Inc., In exchange, BioTime will pay $12.75 million in Biotime shares to HBL
JERUSALEM, June 19, 2017 /PRNewswire/ --
Hadasit Bio-Holdings Ltd. ("HBL") (TASE: HDST) announced that it has completed a share swap transaction with BioTime, Inc., ("BioTime") (TASE: BTX.TA) in their joint portfolio company Cell Cure Neurosciences ("Cell Cure").
The transaction is the first exit event to HBL since its establishment in 2006.
Cell Cure is a privately held company held by HBL (approximately 21%) with the majority of the shares held by BioTime. Under the terms of the transaction, HBL will sell its entire holdings in Cellcure to BioTime, as well as its interest in certain convertible loans provided by HBL to Cell Cure.
The consideration provided by BioTime in exchange of its Cell Cure shares and loans is approximately $12.75 million, payable by issuance of BioTime shares to HBL at the transaction's closing date.
BioTtime committed to file with the Securities and Exchange Commission (the "SEC") a registration statement to register the shares issued by it to HBL as part of the transaction.
HBL reserves the right to buy back up to approximately 5% of Cell Cure shares for a period of five years at a price of $40.5356 per share, so as to benefit from future upside. In addition, If Cell Cure consummates a financing through the issuance of shares during the five year period following closing of the transaction, BioTime committed to ensure that Cell Cure provide HBL with a warrant, to purchase shares of the same type and class as issued in such financing, in an amount equal to 5% of the aggregate amount of Cell Cure's securities issued thereunder, on the same terms of the financing, exercisable during a period of five years commencing on the closing. In the event that Cell Cure fails to issue HBL such warrant(s), BioTime will grant HBL an option to purchase shares of Cell Cure held by it, on the same terms as those mentioned above.
At the closing, the directors appointed to the Board of Directors of Cell Cure by HBL will resign and HBL will be entitled to appoint an observer to Cell Cure's Board of Directors.
HBL expects to reflect in its 2017 financial statements an accounting revenue of approximately $ 9 million (before tax calculation) for the transaction, subject to the completion date thereof.
HBL largest shareholders are Centaurus Investment Ltd and Hadasit, the technology transfer company of the Hadassah Medical Center.
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.