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MarketScreener Homepage  >  Equities  >  Nyse MKT  >  Asterias Biotherapeutics Inc    AST

ASTERIAS BIOTHERAPEUTICS INC

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ASTERIAS BIOTHERAPEUTICS, INC. : Other Events (form 8-K)

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03/01/2019 | 04:37pm EST

Item 8.01. Other Events




The purpose of this Current Report on Form 8-K is to amend and supplement the
joint proxy statement/prospectus included in Amendment No. 1 to the Registration
Statement on Form S-4, file No. 333-229141 filed by BioTime, Inc. ("BioTime")
with the Securities and Exchange Commission (the "SEC") on January 14, 2019 (the
"Registration Statement"), and included in the definitive proxy statement filed
by Asterias Biotherapeutics, Inc. ("Asterias") with the SEC on February 4, 2019
(the "Joint Proxy Statement"), relating to the Agreement and Plan of Merger,
dated November 7, 2018 (the "Merger Agreement"), by and among Asterias, BioTime
and Patrick Merger Sub, Inc. ("Merger Sub"). The Joint Proxy Statement was first
mailed to the stockholders of Asterias and shareholders of BioTime on or about
February 6, 2019.

On February 19, 2019, a putative class action lawsuit relating to the Merger
Agreement was filed on behalf of Asterias stockholders in the Superior Court of
the State of California in the County of Alameda (the "Superior Court") against
Asterias, the members of Asterias' board of directors, BioTime, Merger Sub, Neal
Bradsher, Broadwood Capital, Inc. and Broadwood Capital Partners, L.P. The
lawsuit asserts claims for breach of fiduciary duty and aiding and abetting
breach of fiduciary duty, alleging that the consideration Asterias shareholders
are to receive in the Merger is unfair, the merger is the product of an unfair
process, and the Joint Proxy Statement omits certain allegedly material
information.  The complaint seeks, injunctive relief or rescissory damages and
an award of plaintiffs' expenses and attorneys' fees. The defendants
specifically deny all allegations in the litigation, including that any
additional disclosure was or is required and intend to defend it vigorously.
However, to moot the disclosure claims in the complaint, Asterias and BioTime
make the following supplemental disclosures to the Joint Proxy Statement
relating to the proposed merger, which supplemental disclosures are set forth
below (the "Supplemental Disclosures"). Nothing in this Current Report on Form
8-K shall be deemed an admission of the legal necessity or materiality under
applicable laws of any of the disclosures set forth herein.

                            SUPPLEMENTAL DISCLOSURES

This supplemental information should be read in conjunction with the Joint Proxy
Statement, which should be read in its entirety. The information contained
herein is incorporated by reference into the Joint Proxy Statement. Defined
terms used but not defined herein have the meanings set forth in the Joint Proxy
Statement, and all page references refer to pages of the Joint Proxy Statement.

Background of the Merger

The following disclosure is to be added after the last sentence in the fifth paragraph of page 47, under the header "Background of the Merger."


Although the Asterias Special Committee requested that management identify a
financial advisor, the Asterias Special Committee retained the full power to
evaluate the financial advisor and whether to engage the financial advisor or to
select an alternative advisor.  Although Mr. Mulroy was a member on the board of
directors of Asterias and BioTime, the Special Committee did not believe that
Mr. Mulroy's involvement as part of the transaction process would negatively
impact the Special Committee's ability to negotiate the best deal possible for
Asterias stockholders because the Special Committee was mindful of Mr. Mulroy's
position on the BioTime board throughout the process and ultimately held the
sole and complete authority to recommend a deal with BioTime or a third party,
or to recommend an alternative strategic strategy, to the Asterias Board.

The following disclosure is to be added after the penultimate sentence in the last paragraph of page 49, under the header "Background of the Merger."


Raymond James shared its belief with the Asterias Board that under then existing
market conditions, it would be very difficult for Asterias to be able to raise
adequate funds to continue operating as an independent company.

The following disclosure is to be added after the last sentence in the second paragraph of page 50, under the header "Background of the Merger."


Under the counteroffer proposed by Asterias, there were no discussions with
respect to whether any specific employee or executive of Asterias would be
retained by BioTime following the completion of the merger, and this was never
included as a condition to the merger in any discussion or draft of the Merger
Agreement.

--------------------------------------------------------------------------------

The following disclosure is to be added after the penultimate sentence in the fifth paragraph of page 50, under the header "Background of the Merger."


The Asterias Special Committee required BioTime to agree to vote its Asterias
shares in favor of the Merger because the Asterias Special Committee felt that
it was in the Asterias stockholders' best interest to seek deal certainty once
the Merger Agreement was signed and announced and BioTime's agreement to vote
its shares increased deal certainty. The Asterias Special Committee felt that
Asterias might not be able to continue as a going concern if an announced merger
was not consummated. The Asterias Special Committee ultimately agreed not to
require a price collar as a concession to obtain a higher premium and deal
certainty.

The following disclosure is to be added after the last sentence in the second paragraph of page 52, under the header "Background of the Merger."


The Asterias Special Committee did not engage a valuation expert to value the
AgeX distribution.  The Asterias Special Committee believed that cost and timing
considerations outweighed potential benefits of seeking a valuation expert to
value the AgeX distribution, and the Asterias Special Committee believed that
the complications of negotiating a mechanism to adjust the exchange ratio based
on an AgeX valuation would have resulted in substantial delay and deal risk.

The following disclosure is to be added after the second sentence in the third paragraph of page 52, under the header "Background of the Merger."


In determining that the exchange ratio of 0.71 BioTime Common Shares for each
share of Asterias Common Stock, which would result in an approximate 30% premium
for Asterias stockholders, was the best offer that the Asterias Special
Committee would get from BioTime, the Asterias Special Committee considered,
among other things, that this exchange ratio was within the range discussed with
Raymond James at recent meetings of the Asterias Special Committee.

The following disclosure is to be added after the last sentence in the last paragraph of page 52, under the header "Background of the Merger."

Messrs. Mulroy and Kingsley recused themselves from the vote of the Asterias Board because they were also members of the BioTime board of directors.

The following disclosure is to be added after the first sentence in the fifth paragraph of page 53, under the header "Background of the Merger."


The Special Committee requested that Mr. Mulroy prepare the "go-shop" list
because Mr. Mulroy, as the Chief Executive Officer of Asterias, was most
informed as to which third parties had prior contact with Asterias and which
third parties might potentially be interested in a transaction with Asterias.
Mr. Mulroy prepared the initial draft and discussed it with the Asterias
management team; following such discussions the list was finalized based on the
input from the Asterias management team.

The following disclosure is to be added after the only sentence in the second paragraph of page 54, under the header "Background of the Merger."


In addition, during the "go-shop" period, no third party responded in any way
that suggested that it would be interested in making an alternative proposal
outside of the "go-shop" period.  Most of the parties that were contacted failed
to respond entirely and those that did respond indicated that they were not a
position to pursue a proposal with Asterias during the "go-shop" period or
thereafter.

--------------------------------------------------------------------------------

Opinion of Asterias' Financial Advisor

The following disclosure is to be added after the second paragraph of page 73, under the header "Selected Companies Analysis of Asterias."

($ in millions, except per share data)

                                               Share Price        Equity
Company                              Ticker    on 11/02/18       Value (1)

Affimed N.V.                          AFMD    $        4.10     $     256.0
OncoSec Medical Incorporated          ONCS             1.88           111.4
Oncolytics Biotech Inc.               ONCY             2.81            47.1
Neuralstem, Inc.                      CUR              0.56            10.2
Advaxis, Inc.                         ADXS             0.56            39.2
InVivo Therapeutics Holdings Corp.    NVIV             2.05            15.9



(1) Market capitalization on a fully diluted basis at close on 11/02/18.

The following disclosure is to be added after the fourth paragraph of page 73, under the header "Selected Companies Analysis of BioTime."

($ in millions, except per share data)

                                           Share Price on        Equity
Company                          Ticker       11/02/18         Value (1)

Mesoblast Limited                 MESO    $           7.18     $  1,054.4
Athersys, Inc.                    ATHX                2.02          279.9
Celyad SA                         CYAD               28.10          295.2
Pluristem Therapeutics Inc.       PSTI                1.17          132.9
Bellicum Pharmaceuticals, Inc.    BLCM                4.57          198.1
Ophthotech Corporation            OPHT                2.29           94.5
Capricor Therapeutics, Inc.       CAPR                1.07           33.0



(1) Market capitalization on a fully diluted basis at close on 11/02/18.


The following disclosure is to be added after the table following the third
paragraph of page 74, under the header "Selected Transaction Analysis -
Asterias."

($ in millions)(1)

Announce                                                                     Upfront
Date         Target                         Buyer                            Payment

10/09/2018   Vector Neurosciences Inc.      MeiraGTx Holdings plc            $    2.7
09/20/2018   Celenex, Inc.                  Amicus Therapeutics, Inc.           100.0
09/14/2018   Bonti, Inc.                    Allergan plc                        195.0
12/12/2017   Repros Therapeutics Inc.       Allergan plc                         26.5
11/02/2017   Ocera Therapeutics, Inc.       Mallinckrodt plc                     42.0
09/18/2017   Dimension Therapeutics, Inc.   Ultragenyx Pharmaceutical Inc.      151.2
06/27/2017   Altor BioScience Corporation   NantCell, Inc.                       96.7
01/24/2017   GenVec, Inc.                   Intrexon Corporation                 15.0


(1) The Upfront Payment Amount does not include the value of any future consideration that may be payable in the transaction, including, without limitation, in connection with any contingent value rights.


The following disclosure is to be added after the table following the first
paragraph of page 75, under the header "Selected Transaction Analysis -
BioTime."

($ in millions)(1)

Announce                                              Upfront
Date          Target             Buyer                Payment

              Vector             MeiraGTx Holdings
10/09/2018    Neurosciences      plc
              Inc.                                   $      2.7
                                 Alexion
09/26/2018    Syntimmune, Inc.   Pharmaceuticals,
                                 Inc.                     400.0
                                 Amicus
09/20/2018    Celenex, Inc.      Therapeutics,
                                 Inc.                     100.0
09/14/2018    Bonti, Inc.        Allergan plc             195.0
              Cascadian          Seattle Genetics,
01/31/2018    Therapeutics,      Inc.
              Inc.                                        623.1
              Repros
12/12/2017    Therapeutics       Allergan plc
              Inc.                                         26.5
              Ocera
11/02/2017    Therapeutics,      Mallinckrodt plc
              Inc.                                         42.0
              Dimension          Ultragenyx
09/18/2017    Therapeutics,      Pharmaceutical
              Inc.               Inc.                     151.2
06/27/2017    Altor BioScience   NantCell, Inc.
              Corporation                                  96.7
              True North
05/23/2017    Therapeutics,      Bioverativ Inc.
              Inc.                                        400.0
01/24/2017    GenVec, Inc.       Intrexon
                                 Corporation               15.0


(1) The Upfront Payment Amount does not include the value of any future consideration that may be payable in the transaction, including, without limitation, in connection with any contingent value rights.

--------------------------------------------------------------------------------

The following disclosure is to be added after the last paragraph of page 75, under the header "Discounted Cash Flow Analysis of Asterias."

The Discounted Cash Flow analysis assumes no terminal value consistent with industry convention, which reflects the expectation that generic or biosimilar products will capture most (if not all) market share once the regulatory exclusivity period has expired.

The following disclosure is to be added after the second paragraph of page 76, under the header "Discounted Cash Flow Analysis of BioTime."


Raymond James estimated a range of equity values for BioTime based upon the
present value of Asterias' estimated unlevered free cash flows, defined as
operating income less provisions for taxes plus tax shield from net operating
losses carryforward, for fiscal years ended December 31, 2019 through December
31, 2028, in each case with risk adjustments as provided by Asterias and
approved for Raymond James' use by the Asterias Special Committee.

The Discounted Cash Flow analysis assumes no terminal value consistent with industry convention, which reflects the expectation that generic or biosimilar products will capture most (if not all) market share once the regulatory exclusivity period has expired.

The following disclosure is to be added after the last sentence in the first paragraph of page 78, under the header "Material Financial Analyses."


During the two years preceding the date of Raymond James's written opinion,
Raymond James has not received any compensation from Neal Bradsher, Broadwood
Capital, Inc., Broadwood Partners, L.P., OncoCyte, or AgeX for any engagement or
services performed. There are no material relationships that existed during the
two years prior to the date of the opinion or are mutually understood to be
contemplated in which any compensation was received or is intended to be
received as a result of the relationship between Raymond James, on one hand, and
Neal Bradsher, Broadwood Capital, Inc., Broadwood Partners, L.P., OncoCyte, or
AgeX, on the other hand.

--------------------------------------------------------------------------------

Certain BioTime and Asterias Unaudited Prospective Financial Information


The following disclosure is to be added at the beginning of page 81, after the
Risk Adjusted Net Income/Loss information under the heading "Projections Used By
Raymond James With Respect to the Future Operations of Asterias."

Asterias Risk Adjusted Income Statement Projections (all line items are risk adjusted)
                                                2019E               2020E               2021E               2022E           2023E        2024E        2025E        2026E        2027E        2028E        2029E        2030E        2031E        2032E        2033E        2034E        2035E        2036E        2037E        2038E
Revenue                                                -                   -                   -                   -            -            -            -          9.0         44.8         90.5        128.9        170.9        203.3        228.8        242.4        251.7        260.1        268.7        277.6        286.8
COGS                                                   -                   -                   -                   -            -            -            -         (2.1 )      (11.0 )      (21.5 )      (30.7 )      (40.7 )      (46.2 )      (52.0 )      (55.1 )      (57.2 )      (59.1 )      (61.1 )      (63.1 )      (65.2 )
Gross Profit/(Loss)                                    -                   -                   -                   -            -            -            -          6.8         33.8         68.9         98.2        130.2        157.1        176.8        187.3        194.5        201.0        207.6        214.5        221.6

Total OpEx                                         (11.2 )             (17.3 )             (15.3 )             (15.5 )      (15.3 )      (13.9 )      (13.2 )       (9.8 )       (6.0 )      (10.0 )      (13.5 )      (17.3 )      (20.3 )      (22.7 )      (24.0 )      (24.9 )      (25.7 )      (26.5 )      (27.4 )      (28.3 )
EBITDA                                             (11.2 )             (17.3 )             (15.3 )             (15.5 )      (15.3 )      (13.9 )      (13.2 )       (2.9 )       27.8         58.9         84.7        112.9        136.8        154.1        163.4        169.7        175.3        181.1        187.1        193.3

Provision for Income tax                               -                   -                   -                   -            -            -            -            -         (6.9 )      (14.7 )      (21.2 )      (28.2 )     

(34.2 ) (38.5 ) (40.8 ) (42.4 ) (43.8 ) (45.3 )

    (46.8 )      (48.3 )
Offset from NOL Carryforward                           -                   -                   -                   -            -            -            -            -          6.7         14.5         16.8            -            -            -            -            -            -            -            -            -
Net Income/(Loss)                          $       (12.2 )     $      

(18.3 ) $ (16.3 ) $ (16.5 ) $ (16.3 ) $ (14.9 ) $ (14.2 ) $ (3.9 ) $ 26.5 $ 57.7 $ 79.3 $ 83.6

$ 101.6 $ 114.6 $ 121.5 $ 126.2 $ 130.5 $ 134.8

$ 139.3 $ 144.0

--------------------------------------------------------------------------------

The following disclosure is to be added after the first paragraph of page 81,
under the header "Projections Used By Raymond James With Respect to the Future
Operations of BioTime."

BioTime Risk Adjusted Income Statement Projections (all line items risk adjusted)
                                                                          2019E                2020E          2021E          2022E          2023E          2024E          2025E          2026E          2027E          2028E
Revenue                                                                             8.5           15.2            6.7           11.0          133.2          340.8          561.1          833.3        1,171.4        1,395.5
COGS                                                                                  -            2.1            3.8            6.5           38.1           75.8          123.5          181.5          206.3          237.3
Gross Profit                                                                        8.5           13.1            2.9            4.5           95.1          265.0          437.5          651.8          965.1        1,158.2

Total OpEx                                                                         53.4           61.5           75.2          109.3          141.3          167.2          227.6          319.3          419.5          460.5
EBITDA                                                                            (44.9 )        (48.4 )        (72.3 )       (104.8 )        (46.2 )         97.8          209.9          332.5          545.6          697.7

Provision for Income Taxes                                                            -              -              -              -              -     

(24.4 ) (52.5 ) (83.1 ) (136.4 ) (174.4 ) Offset from NOL Carryforward

          -              -              -              -              -           24.4           52.5           17.5              -              -
Net Income/(Loss)                                           $                     (44.9 )   $    (48.4 )   $    (72.3 )   $   (104.8 )   $    (46.2 )   $     97.8     $    209.9     $    266.8     $    409.2     $    523.3


--------------------------------------------------------------------------------

The following disclosure is to be added after the only sentence in the last paragraph of page 85, under the header "Merger-Related Compensation for Asterias' Named Executive Officers."


The only compensation that is due to Asterias' executive officers in connection
with the Merger is (i) the vesting of Restricted Stock Units in accordance with
the Plan of Merger, which is disclosed in this Joint Proxy Statement on pages 84
-85 under the heading "Asterias Restricted Stock Unit Awards" and (ii) the
compensation to be paid pursuant to the provisions set forth in their employment
agreements.

Mr. Mulroy's employment agreement contains provisions entitling him to severance
benefits under certain circumstances. If the Company terminates Mr. Mulroy's
employment without "Cause" or if he resigns for "Good Reason" otherwise than
within one (1) month prior to or twelve (12) months following a "Change of
Control" (as those terms are defined in his employment agreement), he will be
entitled to the following severance: (A) if Mr. Mulroy's employment is
terminated within the first 12 months of employment: (i) salary continuation at
his then-current base salary for six (6) months, (ii) 50% of his target bonus as
in effect at the date of termination, (iii) accelerated vesting of 50% of the
then unvested stock options and restricted granted to him and (iv) payment, for
a period of six (6) months, of any health insurance benefits that he was
receiving at the time of termination of his employment, under a Company employee
health insurance plan subject to the Consolidated Omnibus Budget Reconciliation
Act ("COBRA"), or (B) if Mr. Mulroy's employment is terminated after 12 months
of employment: (i) salary continuation at his then-current base salary for
twelve (12) months, (ii) 100% of his target bonus as in effect at the date of
termination, (iii) accelerated vesting of 100% of the then unvested stock
options and restricted stock granted to him, and (iv) payment, for a period of
twelve (12) months, of any health insurance benefits that he was receiving at
the time of termination of his employment, under a Company employee health
insurance plan subject to the COBRA.

If Mr. Mulroy's employment is terminated without "Cause" or if he resigns for
"Good Reason" within one (1) month prior to or twelve (12) months following a
Change in Control, Mr. Mulroy will be entitled to receive payment for all
accrued but unpaid salary, accrued but unpaid bonus, if any, and vacation
accrued as of the date of termination of his employment, and as severance
compensation (A) an amount equal to the sum of 200% of his base salary and 200%
of his target bonus as in effect at the date of termination, which shall be paid
in a lump sum no later than 60 days after the date of his termination of
employment, subject to such payroll deductions and withholdings as are required
by law, (B) accelerated vesting of 100% of Mr. Mulroy's then unvested stock
options and any restricted stock and (C) payment, for a period of twelve (12)
months, of any health insurance benefits that he was receiving at the time of
termination of his employment, under a Company employee health insurance plan
subject to COBRA.  The foregoing summary is qualified in its entirety by the
full text of the Mr. Mulroy's employment agreement, which is filed as Exhibit
10.1 to Asterias' Current Report on Form 8-K, filed May 23, 2017, and is
incorporated herein by reference.

As previously disclosed in Asterias' Current Report on Form 8-K filed on
November 8, 2018, Asterias entered into an Amended and Restated Employment
Agreement (each, an "Employment Agreement") on November 7, 2018, with each of
(i) Craig Halberstadt, Senior Vice President, Research & Product Development of
Asterias, (ii) Edward Wirth, III, Chief Medical Officer of Asterias, and (iii)
Ryan Chavez, Chief Financial Officer and General Counsel of Asterias.  Each
Employment Agreement provides that the Executive is entitled to specified
severance compensation, bonus and other payments in the event Asterias or its
successor in interest terminates the Executive's employment without Cause (as
defined in the Employment Agreement) within twelve months following a Change in
Control (summarized below), or if the Executive resigns for Good Reason
(summarized below) within twelve months following a Change in Control.

Under each Employment Agreement, Good Reason means, subject to specified notice
periods, cure opportunities and other procedural requirements specified in the
Employment Agreement: (A) a diminution in the Executive's base salary; (B) a
material change in geographic location at which the Executive must perform
services (subject to specified exclusions for a change in Asterias' office
location); (C) any material failure of the successors to Asterias after a Change
of Control to perform, or causing Asterias not to perform, Asterias' obligations
under the Employment Agreement; (D) any action or inaction of Asterias that
constitutes a material breach of the terms of the Employment Agreement; or (E)
any other material adverse change in the Executive's duties, authorities,
responsibilities, or reporting structure.

Under each Employment Agreement, Change of Control means: (A) subject to
exclusions specified in the Employment Agreement, the acquisition of voting
securities of Asterias by a person or group entitling the holder thereof to
elect a majority of the directors of Asterias; (B) the sale of all or
substantially all of the assets of Asterias; (C) a merger or consolidation of
Asterias with or into another corporation or entity (irrespective of whether
Asterias is the surviving corporation in such merger or consolidation) in which
the stockholders of Asterias immediately before such merger or consolidation do
not own, in substantially the same percentages, voting securities of the
surviving corporation or entity (or the ultimate parent of the surviving
corporation or entity) entitling them, in the aggregate, to elect a majority of
the directors or persons holding similar powers; or (D) a change in the
composition of the board occurring within a twelve month period, as a result of
which the incumbent directors cease to constitute at least a majority of the
board.

--------------------------------------------------------------------------------

Under each Employment Agreement, Cause means: (A) the repeated failure to
properly perform the Executive's job responsibilities after written receipt
being notified of such failure to perform, as determined reasonably and in good
faith by the board; (B) commission of any act of fraud, gross misconduct or
dishonesty with respect to Asterias or any related company; (C) conviction of,
or plea of guilty or "no contest" to, any felony, or a crime involving moral
turpitude; (D) breach of any provision of the Employment Agreement or any
provision of any proprietary information and inventions agreement with Asterias
or any related company; (E) failure to follow the lawful directions of the board
of directors of Asterias or any related company; (F) chronic alcohol or drug
abuse; (G) obtaining, in connection with any transaction in which Asterias, any
related company, or any of Asterias' affiliates is a party, a material
undisclosed financial benefit for the Executive or for any member of the
Executive's immediate family or for any corporation, partnership, limited
liability company, or trust in which the Executive or any member of the
Executive's immediate family owns a material financial interest; or (H)
harassing or discriminating against, or participating or assisting in the
harassment of or discrimination against, any employee of Asterias (or a related
company or an affiliate of Asterias) based upon gender, race, religion,
ethnicity, or nationality.

Each Employment Agreement contains an agreement by Executive to keep
confidential certain Confidential Information (as defined in the Employment
Agreement) both during and after Executive's employment and provides that the
employment relationship of the Executive with Asterias is at will and may be
terminated by the Executive or by Asterias with or without cause at any time by
notice given in writing.
. . .

© Edgar Online, source Glimpses

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Asterias Biotherapeutics Inc Technical Analysis Chart | MarketScreener
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Managers
NameTitle
Brian M. Culley Chief Executive Officer
Edward D. Wirth Chief Medical Officer
Craig Halberstadt Senior VP-Research & Product Development
Munish Mehra Consultant Biostatistician
Frank Lanza Vice President & Controller
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