The Delaware Court of Chancery has approved a $10,650,000.00 settlement for the benefit of former stockholders of biotech company Asterias Biotherapeutics Inc., fully resolving the class action arising from Asterias’s 2019 merger into affiliated biotech company Lineage Cell Therapeutics Inc. (then known as BioTime, Inc.). At the February 8, 2023 hearing, Vice Chancellor Lori Will applauded the $10.65 million settlement, which reflects an approximate 42% premium over the cash value of Asterias’s stockholders’ merger consideration, as a “really fantastic result” in light of the significant risks of continued litigation. The Court also found that Wolf Popper LLP “fairly and adequately represented the Class” at all relevant times.
Wolf Popper’s lawsuit, which followed an investigation into the Asterias board’s books and records, alleged that Lineage and certain former directors of Asterias breached their fiduciary duties to Asterias’s unaffiliated stockholders in negotiating and thereafter approving the merger, which undervalued Asterias, to Asterias’s stockholders’ detriment.
The settlement follows i) a September 21, 2020 ruling, where former Chancellor Andre G. Bouchard denied in large part, defendants’ motions to dismiss, and ii) vigorous document discovery and depositions of various witnesses affiliated with Asterias, Lineage, and the companies’ financial advisors.
Additional information regarding the settlement may be found in the Notice of Pendency disseminated to class members on or about December 7, 2022. Please note that class members do not need to submit any claim form in order to be entitled to payment. Rather, payment will be made based on the information provided by Asterias’s record stockholders and other entities, as described more fully in the settlement stipulation. The payment process takes several months. Please be patient.
The case is Neil D. Ross v. Lineage Cell Therapeutics, Inc., Case Number 2019-0822-LWW, in the Delaware Court of Chancery.