Geron Announces Non-Binding Letter of Intent with BioTime Regarding Stem Cell Assets
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.
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.