Menlo Park, CA, October 1, 2013 - Geron Corporation (Nasdaq: GERN) today announced the closing of the transaction to divest the company's stem cell assets. On January 4, 2013, Geron entered into an Asset Contribution Agreement (the "Agreement") with BioTime, Inc. (NYSE: BTX) and Asterias Biotherapeutics, Inc. (formerly known as BioTime Acquisition Corporation). The closing of the transaction was subject to certain approvals by BioTime's shareholders, the effectiveness of certain registration statements filed by BioTime and Asterias with the Securities and Exchange Commission (the "SEC") with respect to the securities as contemplated by the Agreement, and other negotiated closing conditions. The closing of the transaction occurred on October 1, 2013.
Under the terms of the Agreement, upon closing of the transaction, Geron contributed to Asterias intellectual property and tangible assets related to its discontinued human embryonic stem cell programs, including cell lines and a Phase I clinical trial in patients with acute spinal cord injury; intellectual property related to its autologous cellular immunotherapy program, including a Phase I/II clinical trial of autologous immunotherapy in patients with acute myelogenous leukemia; and non-therapeutic applications of pluripotent stem cells, such as cellular assay products for use in drug development and toxicity screening. As consideration for Geron's contributions, Geron received approximately 6.5 million shares of Asterias Series A common stock. Asterias will also pay royalties to Geron on the sale of products that are commercialized, if any, in reliance upon Geron patents acquired by Asterias. BioTime contributed to Asterias approximately 8.9 million shares of BioTime common stock to be held by Asterias, five-year warrants to purchase eight million additional 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. In addition, BioTime had previously loaned $5 million to Asterias and the principal amount of this debt has been cancelled as part of the closing. As consideration for BioTime's contributions, BioTime received approximately 21.8 million shares of Asterias Series B common stock and three-year warrants to purchase 3.15 million additional shares of Asterias Series B common stock at an exercise price of $5.00 per share (the "Asterias Warrants").
Under the terms of the Agreement and subject to applicable law, Geron will distribute the Asterias Series A common stock received from Asterias to Geron's stockholders on a pro rata basis (the "Series A Distribution"), other than with respect to fractional shares and stockholders in certain to-be-determined excluded jurisdictions, who will instead receive cash on a pro rata basis. To initiate the Series A Distribution, Geron will set a record date, following notice from BioTime and Asterias that certain securities registration or qualification requirements have been met. Only Geron stockholders as of that record date will be eligible to participate in the Series A Distribution. Following the Series A Distribution to Geron's stockholders, Asterias will then distribute the BioTime Warrants on a pro rata basis to the holders of Asterias Series A common stock. Further information about the Series A Distribution and the BioTime Warrants distribution will be available upon the record date, which is expected to occur within the next sixty days. A public announcement regarding the record date is expected to occur at least ten days prior to the record date.
A registration statement on Form S-1 relating to the Series A Distribution was previously filed by Asterias with the SEC and is effective. The registration statement is available on the SEC's website located at http://www.sec.gov. Copies of the final prospectus relating to the Series A Distribution, when available, may be obtained from Robert Peabody, Chief Financial Officer, Asterias Biotherapeutics, Inc., 230 Constitution Drive, Menlo Park, CA 94025. As described in the registration statement, Asterias is a newly organized, development stage company in the start-up phase, and has not yet commenced its primary product development programs. Although Asterias plans to arrange for the trading of the Asterias Series A common stock on the OTC Bulletin Board upon the completion of the Series A Distribution, there is no existing public market for the Asterias Series A common stock, nor may one ever develop. Geron stockholders are cautioned that any value that Geron stockholders may ascribe to the Asterias Series A common stock or the related BioTime Warrants is highly speculative.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these 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.
Geron is a clinical stage biopharmaceutical company developing a first-in-class telomerase inhibitor, imetelstat, in hematologic myeloid 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: (a) the value to Geron stockholders of the Asterias Series A common stock and the BioTime Warrants; (b) Geron's plans or expectations for or of the Series A Distribution and the BioTime Warrants to be distributed as contemplated by the Agreement, and statements related thereto, including Geron's expectation for the timing of the record date and the announcement of the record date for the Series A Distribution; (c) Geron receiving royalties on the sale of products that are commercialized, if any; (d) Geron's payment of cash in lieu of fractional and other shares; and (e) Asterias' plans to arrange for the trading of the Asterias Series A common stock on the OTC Bulletin Board, 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 possibility that Geron stockholders may realize little or no value from the Asterias Series A common stock and/or the BioTime Warrants; (ii) the potential inability of Geron to complete the Series A Distribution or of Asterias to distribute the BioTime Warrants, as well as the payment of cash in lieu of fractional and other shares, in a timely manner or at all, including as a result of the failure of BioTime and/or Asterias to obtain or maintain required federal and state registrations and qualifications necessary to enable the Series A Distribution, the BioTime Warrants distribution, and related transactions; (iii) the possibility of litigation that could arise as a result of or in connection with the Series A Distribution, the BioTime Warrants distribution and related transactions, as well as the asset contribution transaction itself, including litigation arising from the possibility that Geron stockholders may realize little or no value from the Asterias Series A common stock and/or the BioTime Warrants; and (iv) that there is no existing public market for either the Asterias Series A common stock or the BioTime Warrants, nor may a public market for such securities ever develop. 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 June 30, 2013. 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.
Anna Krassowska, Ph.D.
Investor and Media Relations