2013-01-07 13:30:36 -
MENLO PARK, Calif., January 7, 2013 -- Geron Corporation (Nasdaq: GERN) today
announced that on January 4, 2013, it entered into an Asset Contribution
Agreement (the "Agreement") with BioTime, Inc. (NYSE: BTX) and BioTime's
recently formed subsidiary, BioTime Acquisition Corporation ("BAC"). The
Agreement provides for the divestiture of Geron's stem cell assets to BAC upon
the closing of the transaction, which is expected to occur no later than
September 30, 2013.
Under the terms of the Agreement, upon closing of the transaction, Geron will
contribute to BAC its intellectual property, cell lines and other assets related
to Geron's discontinued human embryonic stem cell programs, including the Phase
1 clinical trial in patients with acute spinal cord injury, as well as its
autologous cellular immunotherapy program. Geron will receive approximately 6.5
million shares of Series A Common Stock of BAC. BioTime will contribute to BAC
$5 million in cash, approximately 8.9 million shares of BioTime common stock to
be held by BAC, five-year warrants to purchase eight million shares of BioTime
common stock at an exercise price of $5.00 per share (the "BioTime Warrants"),
rights to use certain human embryonic stem cell lines, and minority stakes in
two of BioTime's subsidiaries. BioTime will receive approximately 21.8 million
shares of Series B Common Stock of BAC and three-year warrants to purchase 3.15
million shares of Series B Common Stock of BAC at an exercise price of $5.00 per
share (the "BAC Warrants"). BAC will also pay royalties to Geron on the sale of
products that are commercialized, if any, in reliance upon Geron patents
acquired by BAC.
Following the closing of the transaction, Geron will distribute the Series A BAC
Common Stock received from BAC to Geron's stockholders on a pro rata basis
(other than with respect to fractional shares and stockholders in certain to-be-
determined excluded jurisdictions, which will instead receive cash on a pro rata
basis). Following the distribution by Geron to its stockholders of the Series A
BAC Common Stock, BAC will then distribute the BioTime Warrants on a pro rata
basis to the holders of Series A BAC Common Stock. Following these
distributions, it is anticipated that Geron stockholders would own approximately
21% of BAC, BioTime would own approximately 72%, and a private investor would
own approximately 7% after an additional $5 million investment in BAC. The BAC
Warrants will enable BioTime to increase its ownership in BAC by approximately
2%, which would dilute the Geron stockholders' ownership in BAC to approximately
19%.
The closing of the transaction is subject to certain approvals by BioTime's
shareholders, the effectiveness of certain registration statements to be filed
by BioTime and BAC with the Securities and Exchange Commission (the "SEC") with
respect to the securities to be distributed as contemplated by the Agreement,
and other negotiated closing conditions. The transaction is expected to close no
later than September 30, 2013.
Stifel Nicolaus Weisel acted as financial advisor and provided Geron's Board of
Directors with a fairness opinion regarding the transaction. Weil, Gotshal &
Manges LLP has been acting as legal counsel to Geron in connection with the
divestiture of Geron's stem cell assets.
About Geron
Geron is a biopharmaceutical company developing first-in-class therapies for
cancer, including its telomerase inhibitor, imetelstat. 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: closing of a transaction entered into under the Asset
Contribution Agreement regarding a divestiture of the Company's stem cell
assets, including without limitation: certain approvals by BioTime's
shareholders, the effectiveness of certain registration statements to be filed
by BioTime and BAC with the SEC with respect to the securities to be distributed
as contemplated by the Agreement, other negotiated closing conditions and
closing no later than September 30, 2013, and statements related thereto,
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: (i) the ability of the parties to close the proposed transaction by
September 30, 2013, or at all; (ii) satisfaction of all the conditions precedent
to closing the proposed transaction, including without limitation the ability of
BioTime to secure approval of BioTime's shareholders, the effectiveness of
registration statements to be filed by BioTime and BAC with the SEC, and the
other negotiated closing conditions; (iii) the possibility of litigation
(including related to the transaction itself); (iv) the ability of Geron to
protect and maintain the assets to be contributed to BAC, including Geron's
intellectual property rights and the continuation of in-licenses; (v) Geron's
intellectual property licensors' refusal to transfer intellectual property
rights from Geron to any third party; and (vi) other risks described in Geron's
and BioTime's SEC filings. 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 SEC 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.
Additional Information and Where to Find It
BioTime intends to file with the SEC a proxy statement in connection with the
proposed transaction. The definitive proxy statement will be sent or given to
the stockholders of BioTime and will contain important information about the
proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and
other relevant materials (when they become available), and any other documents
filed by BioTime with the SEC, may be obtained free of charge at the SEC's web
site, at www.sec.gov. In addition, security holders will be able to obtain free
copies of the proxy statement and other relevant documents (when available) from
BioTime 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.
Participants in the Solicitation
Geron and BioTime, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies from BioTime's
stockholders in connection with the proposed transaction. Information about
BioTime's directors and executive officers is set forth in BioTime's proxy
statement for its 2012 Annual Meeting of Stockholders, which was filed with the
SEC on April 30, 2012. The proxy statement and other relevant documents (when
available) filed with the SEC are available free of charge at the SEC's web site
at www.sec.gov, and from BioTime 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, or by going to BioTime's Investor
Relations page on its corporate web site at www.biotimeinc.com. 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 at the SEC's web site
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 web site at www.geron.com. Additional information
regarding the interests of participants in the solicitation of proxies in
connection with the transaction will be included in the proxy statement that
BioTime intends to file with the SEC.
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
[HUG#1668427]
