SAN DIEGO, Jan. 30, 2020 /PRNewswire/ -- Histogen Inc., a
regenerative medicine company with a unique biological platform
that replaces and regenerates tissues in the body, today announced
it has expanded its partnership with leading global
biopharmaceutical company, Allergan. The companies originally
partnered in 2017 when Allergan acquired exclusive rights to
develop and commercialize Histogen's CCM technology to health care
practitioners ("HCPs") in the aesthetic field. Over the past
year, Allergan licensed additional rights to commercialize
Histogen's CCM in new distribution channels such as digital
platforms, spas and salons. In this latest expansion,
Allergan has gained exclusive rights to incorporate and
commercialize Histogen's CCM in microdermabrasion therapies and
exclusive rights to new Histogen intellectual property in the
aesthetic field.
Since the original partnership, Allergan's focus has been
incorporating CCM into new products in its SkinMedica® line
including TNS® Advanced+ Serum, a next-generation version of
Allergan's best-selling TNS Essential Serum® set for launch in
the first half of 2020. TNS® Advanced+ Serum, which is
clinically proven to smooth the appearance of wrinkles and fine
lines, target dermal sagging, and rejuvenate skin, offers
significant advantages over its widely popular predecessor and will
be distributed through Allergan's network of leading HCPs.
Allergan's HCP-focused SkinMedica® business remains the
foundation of Allergan's skin care business.
Over the past year Allergan has obtained rights to commercialize
CCM through new distribution channels including digital platforms
(such as Amazon's Professional Beauty storefront) as well as
brick-and-mortar establishments such as spas and salons. This
expansion allows Allergan to incorporate CCM into new product lines
outside of its core SkinMedica® business to offer consumers a
wider range of skin care solutions.
With the latest expansion, Allergan now has exclusive rights to
incorporate and commercialize CCM in dermabrasion therapies such as
its recently launched DiamondGlow system, secured through its 2019
acquisition of Envy Medical. In addition, Allergan has
licensed exclusive rights to new Histogen intellectual property
claiming novel formulations for use in the aesthetics field.
Allergan believes it can leverage such novel intellectual property
to develop innovative new skin care product lines in the
future.
"Securing Allergan's expanded rights to the Histogen CCM
technology is a testament to our commitment to cutting edge
innovation. And our excitement around Histogen continues to
grow, as we first launched it in our Post Procedure 360 line this
year and plan to expand it into our next generation TNS® and
DiamondGlow serums in several distribution channels," said
Carrie Strom, SVP, U.S. Medical
Aesthetics at Allergan.
"We are very pleased to announce our expanded partnership with
Allergan. Given Allergan's commitment to providing differentiated
evidence-based skin care products, we believe that this partnership
can maximize the potential for our multipotent cell conditioned
media in these markets," said Richard
Pascoe, Chairman and CEO of Histogen. "Moreover, this
agreement has enabled Histogen to strengthen its balance sheet with
non-dilutive capital as we look to drive value with our
pipeline."
On January 28, 2020, Histogen
announced that it has entered into a definitive agreement with
Conatus Pharmaceuticals Inc. (Nasdaq: CNAT) pursuant to which
Histogen will merge with and into a wholly-owned subsidiary of
Conatus in an all-stock transaction. The combined company is
expected to operate under the name "Histogen Inc.", and after
closing, the combined company is expected to change its trading
symbol to "HSTO" and trade on the Nasdaq Capital Market, and to
focus on advancement of its patented technology for dermatological
and orthopedic indications (including pursuing clinical trials for
three key product indications in 2020), hair growth, dermal filler
and joint cartilage regeneration.
About the Proposed Merger
Under the terms of the merger agreement, pending stockholder
approval of the transaction, Histogen will merge with a
wholly-owned subsidiary of Conatus and Histogen stockholders will
receive newly issued shares of Conatus common stock. The exchange
ratio used to determine the number of shares of Conatus common
stock issuable to Histogen stockholders pursuant to the merger will
be determined using a pre-transaction valuation of
$100 million for Histogen's business, based on its latest
priced investment round and clinical pipeline advancement, and
$35.135 million for Conatus'
business, an approximately 155% premium to
the 20-day volume weighted average closing share price of
Conatus common stock prior to the announcement date on the Nasdaq
Capital Market. As a result, current Conatus stockholders will
collectively own approximately 26%, and Histogen stockholders will
collectively own approximately 74%, of the combined company on a
fully-diluted basis, after taking into account Histogen's and
Conatus' outstanding options and warrants at the time of closing,
irrespective of the exercise prices of such options and warrants,
with such ratio subject to adjustment based on each company's net
cash balance at closing.
The combined company, led by Histogen's current management team,
will be named Histogen Inc. and be headquartered in San Diego, CA. After closing, the combined
company is expected to change its trading symbol to "HSTO" and
trade on the Nasdaq Capital Market. At closing, the combined
company's board of directors is anticipated to consist of eight
members, including six members of Histogen's current board and two
members of Conatus' current board. The merger agreement has been
unanimously approved by the board of directors of each company, who
have also recommended to their respective company's stockholders
that they approve the merger agreement, the merger and, with
respect to Conatus' stockholders, a reverse stock split. The merger
is expected to close by the end of the second quarter of 2020,
subject to approvals by the stockholders of Histogen and Conatus, a
reverse stock split being implemented by Conatus, the continued
listing of the combined company on Nasdaq and other customary
closing conditions.
A more complete description of the terms of and conditions of
the merger can be found in Conatus' Form 8-K filed on
January 28, 2020 with the SEC and in the Merger Agreement,
which is filed as an exhibit to that Form 8-K.
About Histogen:
Histogen is a regenerative medicine company developing patented
technologies that replace and regenerates tissues in the body. The
company's innovative technology platform utilizes cell conditioned
media and extracellular matrix materials produced by
hypoxia-induced multipotent cells, developing therapeutic products
that address underserved, multi-billion US dollar global markets.
For more information, please visit www.histogen.com.
About Conatus Pharmaceuticals
Conatus is a biotechnology company that had been focused on the
development of novel medicines to treat chronic diseases with
significant unmet need. For additional information, please
visit www.conatuspharma.com.
Forward-Looking Statements
Certain statements herein constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and are intended to be covered by the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such statements may be identified by words such as
"believes," "will," "would," "expects," "project," "may," "could,"
"developments," "launching," "opportunities," "anticipates,"
"estimates," "intends," "plans," "targets" and similar expressions.
These forward-looking statements include, but are not limited to,
statements concerning: the expected structure, timing and
completion of the proposed merger; future product development plans
and projected timelines for the initiation and completion of
preclinical and clinical trials; the potential for the results of
ongoing preclinical or clinical trials and the efficacy of
Histogen's drug candidates; the potential market opportunities and
value of drug candidates; other statements regarding future product
development and regulatory strategies, including with respect to
specific indications; any statements regarding the combined
company\'s future financial performance, results of operations or
sufficiency of capital resources to fund operating requirements;
any statements relating to future Nasdaq listing; the executive and
board structure of the combined company; and any other statements
that are not statements of historical fact. These statements are
based upon the current beliefs and expectations of each company's
management and are subject to significant risks and
uncertainties.
Actual results may differ materially from those set forth in the
forward-looking statements as a result of numerous factors. The
following factors, among others, could cause actual results to
differ materially from the anticipated results expressed in the
forward-looking statements: the risk that the conditions to the
closing of the proposed merger are not satisfied, including the
failure to timely obtain stockholder approval for the transaction,
if at all; uncertainties as to the timing of the consummation of
the proposed merger; risks related to each company's ability to
manage its operating expenses and its expenses associated with the
proposed merger pending closing; the risk that as a result of
adjustments to the exchange ratio, Conatus stockholders and
Histogen stockholders could own more or less of the combined
company than is currently anticipated; risks related to the market
price of Conatus' common stock relative to the exchange ratio; the
businesses of Histogen and Conatus may not be combined
successfully, or such combination may take longer than expected;
the combined company's need for, and the availability of,
substantial capital in the future to fund its operations and
research and development activities; the combined company's ability
to continue to successfully progress research and development
efforts and to create effective, commercially-viable products; and
the success of the combined company's product candidates in
completing pre-clinical or clinical testing and being
granted regulatory approval to be sold and marketed in the United States or elsewhere. Additional
factors that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed in
Conatus' reports (such as the Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K) filed with the
Securities and Exchange Commission (the "SEC") and available at the
SEC's Internet website (www.sec.gov). All subsequent written and
oral forward-looking statements concerning the proposed transaction
or other matters attributable to Histogen or Conatus or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Except as required by law, neither
Conatus nor Histogen undertakes any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statement is made.
Additional Information and Where to Find It
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. This communication may
be deemed to be solicitation material in respect of the proposed
merger. In connection with the merger, Conatus expects to file a
registration statement on Form S-4 with the SEC that will
include a proxy statement of Conatus and that will also constitute
a prospectus of Conatus, which proxy statement/prospectus will be
mailed or otherwise disseminated to Conatus stockholders when it
becomes available. Conatus also plans to file other relevant
documents with the SEC regarding the proposed merger transaction.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER TRANSACTION.
In addition to receiving the proxy statement by mail,
stockholders also will be able to obtain these documents, as well
as other filings containing information about Conatus, the proposed
merger and related matters, without charge, from the SEC's website
at http://www.sec.gov. In addition, these documents can be
obtained, without charge, by sending an e-mail to
info@conatuspharma.com, along with complete contact details and a
mailing address or by contacting Conatus at (858) 376-2600.
Participants in the Solicitation
Conatus and Histogen, and certain of their respective directors,
executive officers and other members of management and employees,
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Conatus stockholders with respect to
the merger. Information regarding the directors and executive
officers of Conatus is set forth in the proxy statement for
Conatus' 2019 Annual Meeting of Stockholders, which was filed with
the SEC on April 27, 2019, and
information regarding the directors and executive officers of
Histogen is set forth in the Rule 425 prospectus which was filed by
Conatus with the SEC on January 28,
2020 (Film Number 20555629). Additional information
regarding the interests of such potential participants will be
included in the proxy statement and Form S-4 and the other relevant
documents filed with the SEC when they become available.
Histogen Media Contact:
Eileen
Brandt
Histogen Inc.
858.526.3106
ebrandt@histogen.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/histogen-and-allergan-expand-cell-conditioned-media-ccm-skin-care-partnership-300995899.html
SOURCE Histogen Inc.