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Cases & Investigations
Asterias Biotherapeutics, Inc. Breach of Fiduciary Duty Litigation

Type: Resolved Cases

Case Number: 2019-0822-LWW

Defendant(s): Lineage Cell Therapeutics, Inc.

Stock Symbol: NYSE: LCTX

Court: Delaware Chancery Court

Settlement Amount: $10,650,000

This action, on behalf of former stockholders of biotech company Asterias Biotherapeutics Inc. arose from Asterias’s 2019 merger into affiliated biotech company Lineage Cell Therapeutics Inc. (then known as BioTime, Inc.) and resolved in 2023 in a $10,650,000.00 settlement.  At a February 8, 2023 hearing approving the settlement as in the best interests of the class, Vice Chancellor Lori Will of the Delaware Court of Chancery lauded the $10.65 million settlement value, which reflected an approximate 42% premium over the cash value of Asterias’s stockholders’ merger consideration, as a “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 was supported by an investigation into the Asterias board’s books and records pursuant to Section 220 of the Delaware General Corporation Law Section, 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 minority stockholders’ detriment.

The settlement followed 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.

The now-resolved case is Neil D. Ross v. Lineage Cell Therapeutics, Inc., Case Number 2019-0822-LWW, in the Delaware Court of Chancery.
 

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Phone: Adam Blander - (212) 451-9667
Email: Outreach@wolfpopper.com
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