BioTime, Inc. BTX and its recently formed subsidiary BioTime
Acquisition Corporation (BAC) jointly announced today that they have entered
into a non-binding letter of intent (LOI) with Geron Corporation GERN. 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 common shares of BioTime at a
pre-specified price, rights to use certain human embryonic stem cell lines,
and minority stakes in two of BioTime's subsidiaries. In addition, a private
investor would invest $5 million in cash in BAC.
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 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
their $5 million investment. BioTime would also receive warrants that would
enable it to increase its ownership in BAC by approximately 2%, which would
reduce 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 is not a binding agreement to complete the transaction. Consummation
of the transaction is necessarily subject to entering into a definitive
agreement between the parties containing terms and conditions yet to be
negotiated.
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