Message #2 From:
NewsBot Date: September 1, 2005 09:03:00 AM
BTIM News BioTime Plans Rights Offering Backed by Standby Guaranty
EMERYVILLE, Calif.--(BUSINESS WIRE)--Sept. 1, 2005--BioTime, Inc. (OTCBB:BTIM) 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 five Rights held. Each Unit will consist of one new common share and one warrant to purchase an additional common share. The subscription price for the Units is $0.50 per Unit. Each warrant will entitle the holder to purchase one common share for $2.00 per share and will expire in 2010.
BioTime plans to offer these Units to raise working capital needed for its on-going clinical trials of its second plasma volume expander, PentaLyte(R), and for general operating expenses. If all of the Units offered are sold, including Units reserved to fill over-subscriptions, the Company will receive over $2,680,000. BioTime is also considering a number of opportunities to enter new fields of research for the development of medical products that may complement the Company's current products or may allow the Company to enter new market segments. A portion of the proceeds of the rights offer may be used for the research and development of new product lines and technologies which may include fields of research different from those BioTime has undertaken in the past. BioTime may conduct this research itself or in collaboration with others.
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 and 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 1,787,145 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 traded in the over-the-counter market. The Company expects that the Rights will trade for 21 days or longer if the offer is extended.
Standby Purchase Agreement
A group of private investors (the "Guarantors") 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.
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 and warrants trade, and the need to register the securities for sale under the Securities Act of 1933, as amended. Other risk factors are discussed in BioTime's Annual Report on Form 10-K filed with the Securities and Exchange Commission.
