BioTime Signs Definitive Agreement With Geron Regarding Stem Cell Assets
Investor Commits to $10 Million Financing
ALAMEDA, Calif.--(BUSINESS WIRE)--Jan. 7, 2013--
BioTime, Inc. (NYSE MKT: BTX) and its recently formed subsidiary BioTime
Acquisition Corporation (BAC) jointly announced today that they have
entered into a definitive Asset Contribution Agreement with Geron
Corporation (Nasdaq: GERN) to acquire the intellectual property,
including patents and patent applications, and other assets related to
Geron’s human embryonic stem (hES) cell programs consistent with the
financial terms outlined in the letter of intent announced on November
Under the definitive agreement, Geron will contribute to BAC
intellectual property, certain cell lines and other assets, including
the Phase 1 clinical trial of hES cell-derived oligodendrocytes in
patients with acute spinal cord injury, and Geron’s autologous cellular
immunotherapy program. BioTime will contribute to BAC $5 million in
cash, 8,902,077 BioTime common shares to be held by BAC, five-year
warrants to purchase 8,000,000 common shares of BioTime at a price of
$5.00 per share (“BioTime Warrants”), rights to use certain clinical
grade hES cell lines, a sublicense to use certain patents for stem cell
differentiation technology, and minority stakes in two of BioTime’s
subsidiaries, OrthoCyte Corporation and Cell Cure Neurosciences Ltd. BAC
will also pay to Geron royalties on the sale of products that are
commercialized, if any, in reliance upon Geron patents contributed or
licensed to BAC. A private investor has also agreed to provide an equity
investment of $5 million in BAC and a $5 million equity investment in
BioTime in conjunction with the transaction.
Geron pioneered the field of regenerative medicine in the mid-1990s by
organizing the first effort to isolate human embryonic stem (hES) cells.
hES cells are early-stage stem cells that are capable of becoming all of
the cell types in the human body, and therefore are widely recognized as
a means of manufacturing cells that are potentially useful in
regenerating tissue function for a wide array of degenerative diseases.
Currently, Geron’s hESC patent portfolio includes over 400 patents and
patent applications that will be transferred or sublicensed to BAC.
Geron obtained the first approval from the Food and Drug Administration
for human clinical trials of a product manufactured from hES cells.
Geron’s former hES cell programs included oligodendrocyte progenitor
cells for central nervous system disorders, cardiomyocytes for heart
disease, pancreatic islet cells for diabetes, dendritic cells as an
immunotherapy vehicle, and chondrocytes for cartilage repair. BAC may
pursue the development of therapeutic products from some or all of these
cell types, depending upon a number of factors, including the expected
cost of development, sufficiency of financing, the state of development
of the technology acquired, regulatory considerations, anticipated
market size, and competition from other companies in the applicable
fields. BAC may also seek to develop other therapeutic products, taking
into account the same or other applicable considerations.
“Our consistent goal at BioTime has been to consolidate the pluripotent
stem cell technology platform,” stated Michael West, Ph.D., Chief
Executive Officer of BioTime, Inc. “With this contribution of assets,
the combined intellectual property estate in the BioTime family of
companies will be among the strongest in the field of Regenerative
Medicine; establishing our leadership in the industry and advancing
“We are excited about our approach toward consolidating the most
important technologies in Regenerative Medicine,” said Thomas Okarma,
M.D., Ph.D., president and CEO of BAC. “Regenerative Medicine holds
great promise for patients and now, with our significant collection of
world class stem cell technologies, IP, and experienced management, we
are positioned to help realize that promise.”
Closing of the transactions under the definitive agreement is subject to
certain negotiated closing conditions, including the registration of the
BAC Series A common stock, the BioTime common shares contributed to BAC,
and the BioTime Warrants under the Securities Act of 1933, as amended,
and certain approvals by BioTime shareholders. The transaction is
expected to close no later than September 30, 2013.
Upon closing of the transaction, Geron will receive BAC Series A common
stock, and BioTime and the private investor will receive BAC Series B
common stock in the transaction. The Series A and Series B common stock
will be identical, except that BAC will be entitled to make certain
distributions or pay dividends on its Series A common stock without
making a distribution or paying a dividend on its Series B common stock.
Following the closing of the transaction, Geron will distribute on a pro
rata basis to its stockholders the shares of BAC Series A common stock
received in the transaction. Following that distribution by Geron, BAC
will distribute on a pro rata basis to the holders of those shares the
BioTime Warrants. The Series B common stock will be convertible into
Series A common stock following the distribution of the BioTime Warrants.
Following these distributions, BioTime will own approximately 71.6%,
Geron stockholders will own approximately 21.4%, and the private
investor will own approximately 7.0%, of the outstanding BAC common
stock. BioTime and the private investor will also receive warrants to
purchase additional shares of BAC Series B common stock that would
enable them to increase their collective ownership in BAC by
approximately 2.2%, which would reduce the Geron stockholders’ ownership
in BAC to approximately 19.2%.
BAC plans to seek to list its Series A common stock, and BioTime intends
to seek to list the BioTime Warrants, on a national securities exchange.
In anticipation of use by BAC, BioTime is entering into a three-year
lease of an office and research facility in Menlo Park, Calif.
In a separate and related transaction, BioTime and BAC have each entered
into Stock and Warrant Purchase Agreements with a private investor to
provide each company with $5 million in equity financing. Under the
terms of the BioTime agreement, the investor will invest $5 million in
BioTime by purchasing an aggregate of 1,350,000 BioTime common shares at
a purchase price of approximately $3.70 per share and warrants to
purchase 650,000 additional BioTime common shares with an exercise price
of $5.00 per share and a three year term. The shares and warrants will
be sold to the investor in two tranches. In the first tranche, the
investor will purchase 540,000 BioTime common shares and warrants to
purchase approximately 260,000 BioTime common shares for $2 million
subject to the conditions of the Stock and Warrant Purchase Agreement.
The second BioTime investment tranche of $3 million will be funded in
conjunction with the closing of the stem cell asset transaction with
Geron. Closing of the second tranche of the share and warrant purchase
is subject to certain additional conditions; these conditions include
the closing of the stem cell asset transaction. This $5 million
investment will be used to fund BioTime’s $5 million cash contribution
Under the terms of its Stock Purchase Agreement with BAC, the investor
will contribute $5 million in cash to BAC in exchange for 2,136,000
shares of BAC Series B common stock that, upon issuance, will represent
approximately 7% of the BAC common stock outstanding at the closing,
plus warrants to purchase approximately 350,000 additional shares of BAC
Series B common stock at an exercise price of $5.00 per share, with a
three year term. Closing of the financing in BAC will occur in
conjunction with the closing of the stem cell asset transaction with
Geron, and is subject to certain conditions, including the closing of
the stem cell asset transaction.
Kaye Scholer LLP and Thompson, Welch, Soroko & Gilbert LLP are acting as
legal counsel to BioTime in connection with the transaction.
Additional Information and Where to Find It
All parties desiring details regarding the transaction are urged to
review the definitive agreement when it is available on the Securities
and Exchange Commission’s (the “SEC’s”) website at www.sec.gov.
In connection with the proposed transaction, BioTime will file with the
SEC a proxy statement, and plans to file with the SEC other documents
regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER FILED DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Shareholders will be
able to obtain a free-of-charge copy of the proxy statement and other
relevant documents (when available) filed with the SEC from the SEC’s
website at www.sec.gov.
Shareholders will also be able to obtain a free-of-charge copy of the
proxy statement and other relevant documents (when available) by
directing a request by mail or email to BioTime’s Chief Financial
Officer at 1301 Harbor Bay Parkway, Alameda, California 94502 or firstname.lastname@example.org.
BioTime and Geron and certain of their respective directors and
executive officers may, under the rules of the SEC, be deemed to be
“participants” in the solicitation of proxies from shareholders of
BioTime in favor of the share issuance and other proposals in connection
with the proposed transaction. Information regarding BioTime’s directors
and executive officers is contained in BioTime’s definitive proxy
statement filed with the SEC on April 30, 2012. Information about
Geron’s directors and executive officers is set forth in Geron’s proxy
statement for its 2012 Annual Meeting of Stockholders, which was filed
with the SEC on April 24, 2012. The proxy statement and other relevant
documents (when available) filed with the SEC are available free of
charge with the SEC are available free of charge at the SEC’s website at www.sec.gov,
and from Geron by contacting Investor Relations by mail at Geron
Corporation, 149 Commonwealth Drive, Suite 2070, Menlo Park, California
94025, Attn: Investor Relations Department, or by going to Geron’s
Investor Relations page on its corporate website at www.geron.com.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other
relevant documents filed with the SEC (when available).
This communication is for informational purposes only and does not
constitute an offer to sell any BAC common stock or warrants or any
BioTime common shares or warrants or a solicitation of any vote or
approval, nor is it a substitute for a prospectus that may be included
in a registration statement that may be filed by BAC or BioTime with the
SEC under the Securities Act with respect to the proposed transaction,
or a proxy statement that will be provided to BioTime shareholders. 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.
About BioTime, Inc.
BioTime, headquartered in Alameda, Calif., 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 PureStem™
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 has developed an integrated database
suite to complement GeneCards® that includes the LifeMap
Discovery™ database of embryonic development, stem cell research and
regenerative medicine, and MalaCards, the human disease database.
LifeMap is also marketing 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
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.
BioTime 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. Statements in this press release regarding
BioTime or BAC’s plans, expectations or timing relating to BAC’s
acquisition of the stem cell assets and related transactions are
forward-looking statements and these statements involve risks and
uncertainties, including, without limitation, the ability of the parties
to close the transaction in a timely manner or at all, the possibility
that conditions to closing of the proposed transaction, including the
approval of BioTime’s shareholders, and the effectiveness of
registration statements to be filed by BioTime and BAC with the SEC, may
not be satisfied, as well as 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.
Additional factors that could cause actual results to differ materially
from the results anticipated in these forward-looking statements are
contained in BioTime’s periodic reports filed with the SEC under the
heading “Risk Factors” and and other filings that BioTime or BAC may
make with the SEC. Undue reliance should not be placed on these
forward-looking statements which speak only as of the date they are
made, and the facts and assumptions underlying these statements may
change. Except as required by law, BioTime and BAC each disclaims any
intent or obligation to update these forward-looking statements.
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Source: BioTime, Inc.
Peter Garcia, 510-521-3390, ext. 367
Segall, 510-521-3390, ext. 301