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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 Histogens 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 Histogens 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 companys net cash balance
at closing.
The combined company, led by Histogens 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 companys board of directors is anticipated to consist of eight
members, including six members of Histogens 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 companys 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 companys 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,