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Biotech / Medical : Geron Corp.
GERN 2.930-3.0%Feb 6 9:30 AM EST

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From: Savant1/7/2013 10:40:34 AM
   of 3570
 
BioTime Signs Definitive Agreement With Geron Regarding Stem Cell Assets

Investor Commits to $10 Million Financing

ALAMEDA, Calif., Jan 07, 2013 (BUSINESS WIRE) -- 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 (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 15, 2012.

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 product development."

"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 to
BAC.

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 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
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 pgarcia@biotimemail.com. 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 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
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(TM) cell lines, HyStem(R) hydrogels, culture media, and
differentiation kits. BioTime is developing Renevia(TM) (formerly known as
HyStem(R)-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(TM) 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(R), the
leading human gene database, and has developed an integrated database suite to
complement GeneCards(R) that includes the LifeMap Discovery(TM) 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(R), 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 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.

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.

To receive ongoing BioTime corporate communications, please click on the
following link to join our email alert list:
phx.corporate-ir.net.

SOURCE: BioTime, Inc.

BioTime, Inc.
Peter Garcia, 510-521-3390, ext. 367
Chief Financial Officer
pgarcia@biotimemail.com
or
Judith Segall, 510-521-3390, ext. 301
jsegall@biotimemail.com
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