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Full Deal Summary

BioTime Inc. is re-acquiring an ownership stake in former subsidiary Asterias Biotherapeutics Inc., resulting in a merged cell therapy company in which Asterias will be the surviving entity and hold 16.2%.

The transaction will be a stock swap with Asterias stockholders receiving 0.71 BioTime common shares for every Asterias share, equivalent to about $1.43/share (a 30% premium) or $79.6mm, based on BioTime's 10-day pre-announcement average trading price. The merger agreement has a "go-shop” provision that states between now and December 3, 2018, Asterias may solicit alternative proposals from third parties. Asterias (formerly BioTime Acquisition Corp.) was formed by BioTime in September 2012 with the purpose of procuring stem cell and regenerative medicine assets and businesses. In November 2012, Asterias entered into an agreement with Geron, acquiring certain Geron cell lines and assets, including both of its current pipeline programs. As a result of that transaction, BioTime (which contributed cash and stock under the deal) gained a majority stake in Asterias. Following a 2016 financing, BioTime’s ownership in Asterias was reduced to 48.8%. BioTime’s current stake is 40%. Asterias is currently completing a Phase I/IIa clinical trial in severe spinal cord injury for OPC1, an embryonic stem (hES) cell-derived oligodendrocyte, as well as investigating VAC2, a cancer immunotherapy candidate, in a Phase I trial in non-small cell lung cancer (NSCLC; conducted in partnership with Cancer Research UK). In addition to NSCLC, VAC2 is a platform technology, which is also being studied for potential applications in other solid and liquid tumors. These programs will be continued by the merged company. BioTime itself is focused on the development and commercialization of degenerative disease therapeutics with a pipeline consisting of platform technologies for cell replacement and cell/drug delivery. It's not clear if these programs will be pursued following the merger. The combined company will be led by BioTime's current president and CEO Brian M. Culley, and a nine-member board that includes both Asterias’ current chairman and CEO.


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Financials


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Overview
Potential Deal Value $79.59mm
Upfront Total $79.59mm
Transactions 1 of 1 (11/2018)
Equity Purchased as % 60%
Equity $79.59mm
Total $79.59mm
Price/Share $1.43
# Shares 55.66mm
Enterprise Value (EV) $132.65mm
Premium (Disc) as % 30%

Company Information


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BioTime Inc. www.biotimeinc.com | Ticker: BTX
View Company Profile | View Company Deals
Company Location Worldwide
North America
USA
CA
Industry Biotechnology
Drug Discovery Tools
Bioinformatics
Gene Therapy, Cell Therapy
In Vitro Diagnostics
Molecular Diagnostics & Genetic Testing
Pharmaceuticals
Research, Analytical Equipment & Supplies
Ownership Public
Therapeutic Area(s) of Focus Cancer
Dermatology
Immune Disorders
Musculoskeletal & Connective Tissue Disorders
Neurology, Nervous System
Ophthalmic
Company Advisors (Underwriters) Maxim Group LLC

Asterias Biotherapeutics Inc.
a division of BioTime Inc.
www.asteriasbiotherapeutics.com
View Company Profile | View Company Deals
Company Location Worldwide
North America
USA
CA
Industry Biotechnology
Gene Therapy, Cell Therapy
Pharmaceuticals
Ownership Public
Therapeutic Area(s) of Focus Cancer
Neurology, Nervous System
Alias(es) BioTime Acquisition Corp.
Company Advisors (Underwriters) Raymond James & Associates Inc.