BIOTIME PLANS RIGHTS OFFERING BACKED BY STANDBY GUARANTY
BERKELEY, Calif.--Oct. 2, 2003--BioTime, Inc. (AMEX:BTX) announced today that it plans to distribute subscription rights ("Rights") to the holders of its common shares entitling each holder to subscribe for and purchase one "Unit" for every eight Rights held. Each Unit will consist of one new common share and one-half of a warrant to purchase an additional common share. The subscription price for the Units is $1.40 per Unit. Each full warrant will entitle the holder to purchase one common share for $2.00 per share and will expire in three years.
BioTime also will offer to sell an additional 428,571 Units at the subscription price directly to certain persons who have agreed to purchase a portion of the Units that may remain unsold if shareholders allow their Rights to expire unexercised. In addition, holders of BioTime debentures have agreed to exchange $1,500,000 of debentures for Units if a sufficient number of Units are sold, and BioTime will use proceeds from the sale of Units to repay the balance of its outstanding debentures, thereby eliminating its debenture indebtedness.
BioTime plans to offer these Units to raise working capital needed for clinical trials and general operating expenses. The offering may also permit the Company to eliminate $3,350,000 of debenture indebtedness if a sufficient number of Units are sold. If all of the Units offered are sold, including Units reserved to fill over-subscriptions, the Company will receive over $4,000,000, and the Company would still have approximately $2,000,000 remaining after paying off the debentures that are not exchanged for Units and after paying expenses of the offering.
Rights Offer Details
BioTime has not yet set a record date for determining shareholders entitled to receive the Rights. The distribution of the Rights and commencement of the Rights offer will not occur until a Registration Statement for the offering is filed becomes effective under the Securities Act of 1933, as amended. The expiration date of the Rights will not be set until the distribution date of the Rights has been determined.
Shareholders who fully exercise their rights will also be entitled to the additional privilege of purchasing, subject to certain limitations and allocation, any Units not acquired by holders of Rights who allow their Rights to expire unexercised. In addition, if the Rights offer is over-subscribed, up to 853,434 additional Units may be allocated and sold to shareholders who exercise the over-subscription privilege.
The Rights offer will provide BioTime the opportunity to raise additional capital without diluting the ownership interests of existing shareholders who exercise their Rights, and without paying underwriting commissions and expenses. Shareholders who exercise their Rights will be able to purchase shares at a price below market, without incurring broker's commissions.
The Rights will be freely tradable, and BioTime expects that the Rights will be listed for trading on the American Stock Exchange. The Company expects that the Rights will trade for 21 days or longer if the offer is extended. The Company has plans to apply to list the warrants for trading on the AMEX.
Standby Purchase Agreement
A group of private investors (the "Guarantors") and certain holders of BioTime Series 2001-A debentures (the "Participating Debenture Holders") have agreed to purchase any Units that remain unsold at the conclusion of the Rights offer, excluding Units that the Company has authorized to issue to fill over-subscriptions, and subject to a maximum purchase obligation of $2,250,000. The Participating Debenture Holders will purchase their portion (a maximum of $1,500,000) of any unsold Units by exchanging an amount of Series 2001-A debentures equal to the purchase price of the Units.
In addition to the Units that may be issued through the exercise of the Rights and Units that may be sold to fill excess over-subscriptions, the Company will offer to sell an additional 428,571 Units at the subscription price directly to the Guarantors and their designees. The Guarantors will not be obligated to purchase any of these additional Units, and the Company will not pay underwriting fees or commissions with respect to any of the additional Units sold in this manner.
The Company will also offer holders of its Series 2001-A debentures the opportunity to exchange up to $1,500,000 of those debentures for Units at the subscription price per Unit. The Participating Debenture Holders have agreed to exchange all of their debentures for Units, subject to proration in the event the total amount of debentures exchanged exceeds $1,500,000, if the Rights offer is over-subscribed so that BioTime issues all of the Units reserved to fill excess over-subscriptions, and if the Guarantors purchase all 428,571 additional Units offered to them.
If the Company is successful in selling all of the Units offered in the Rights Offer, plus the 853,434 Units reserved to fill over-subscriptions, and the Guarantors purchase all 428,571 Units offered to them, the Participating Debenture Holders will exchange $1,500,000 of debentures for Units, and the Company will use proceeds from the sale of Units to payoff the remaining $1,850,000 of outstanding debentures.
The Company plans to file a registration statement with the Securities and Exchange Commission relating to these securities. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
Forward Looking Statements
The matters discussed in this press release include forward-looking statements which are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated. Such risks and uncertainties include but are not limited to changes in economic and market conditions, changes in the price at which the Company's common shares trade, the need to register the securities for sale under the Securities Act of 1933, as amended, and the need to obtain approval to list the securities on the American Stock Exchange. Other risk factors are discussed in BioTime's Annual Report on Form 10-K/A-1 filed with the Securities and Exchange Commission.
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Contact:
BioTime, Inc.
Judith Segall, 510/845-9535