2012-11-15 22:15:53 -
MENLO PARK, Calif., November 15, 2012 -- Geron Corporation (Nasdaq: GERN) today
announced that the company has entered into a non-binding letter of intent (LOI)
with BioTime, Inc. (NYSE: BTX) and BioTime's recently formed subsidiary, BioTime
Acquisition Corporation (BAC). 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 shares of
BioTime at a pre-specified price (the "BioTime Warrants"), rights to use certain
human embryonic stem cell lines, and minority stakes in two of BioTime's
subsidiaries.
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 eight (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 an additional $5
million investment. BioTime would also receive warrants that would enable it to
increase its ownership in BAC by approximately 2%, which would dilute 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 and its broad terms are not binding. Consummation of the transaction is
necessarily subject to entering into a definitive agreement between the parties
containing specific signing and closing terms and conditions yet to be
negotiated.
Stifel Nicolaus Weisel is acting as financial advisor and Weil, Gotshal & Manges
LLP is acting as legal counsel to Geron in connection with the divestiture of
Geron's stem cell assets.
This press release shall not constitute an offer to sell or the solicitation of
an offer to acquire any securities, nor shall there be any sale of any
securities in any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Geron
Geron is a biopharmaceutical company developing first-in-class therapies for
cancer. The company has two lead product candidates in clinical development,
GRN1005 and imetelstat. GRN1005 is a peptide-drug conjugate that is designed to
transport a proven anti-cancer drug, paclitaxel, across the blood-brain barrier
(BBB) by targeting low-density lipoprotein receptor-related proteins (LRPs) that
are expressed on the BBB. GRN1005 is being evaluated in two Phase 2 clinical
trials: brain metastases arising from breast cancer and brain metastases arising
from non-small cell lung cancer. Imetelstat is a telomerase inhibitor that is
being evaluated in Phase 2 clinical trials for hematologic malignancies. For
more information about Geron, visit www.geron.com.
Use of Forward-Looking Statements
Except for the historical information contained herein, this press release
contains forward-looking statements made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that statements in this press release regarding Geron's plans or
expectations for or of a divestiture of the company's stem cell assets on the
terms in the LOI constitute forward-looking statements. These statements involve
risks and uncertainties that can cause actual results to differ materially from
those in such forward-looking statements. These risks and uncertainties,
include, without limitation: a decision by any of the interested parties to not
enter into a definitive agreement; the inability of the parties to successfully
negotiate and enter into a definitive agreement; the inability of the parties to
meet every closing condition contained in such definitive agreement; the
protection and maintenance of Geron's intellectual property rights, including
the continuation of in-licenses; and Geron's intellectual property licensors'
refusal to consent of a transfer of intellectual property rights from Geron to
BAC. Additional information and factors that could cause actual results to
differ materially from those in the forward-looking statements are contained in
Geron's periodic reports filed with the Securities and Exchange Commission under
the heading "Risk Factors," including Geron's quarterly report on Form 10-Q for
the quarter ended September 30, 2012. Undue reliance should not be placed on
forward-looking statements, which speak only as of the date they are made, and
the facts and assumptions underlying the forward-looking statements may change.
Except as required by law, Geron disclaims any obligation to update these
forward-looking statements to reflect future information, events or
circumstances.
CONTACT:
Anna Krassowska, Ph.D.
Investor and Media Relations
650-473-7765
investor@geron.com
media@geron.com
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Source: Geron Corp. via Thomson Reuters ONE
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