Conatus Pharmaceuticals Inc. (Nasdaq:CNAT) today convened and
adjourned its special meeting of stockholders in order to obtain a
quorum and specific stockholder approvals required pursuant to the
terms of its merger agreement with Histogen Inc.
Conatus announced it needs additional time to solicit
stockholder votes in order to obtain a quorum for the meeting and
affirmative votes from a majority of the outstanding shares of
Conatus’ common stock, which is required for the approval of the
reverse stock split (Proposal 2). The reverse stock split
must be approved by a majority of the outstanding shares in order
for the merger to close. Conatus announced that over 95% of the
votes cast to date have been in favor of the merger with Histogen
(Proposal 1).
The special meeting was adjourned until 9:00 a.m., Pacific Time,
on May 21, 2020, and will be held virtually and stockholders can
register to attend the meeting by visiting www.proxydocs.com/CNAT
by no later than May 19, 2020 at 2:00 p.m. Pacific Time. The record
date for the special meeting remains March 13, 2020. Stockholders
who have previously sent in proxy cards or given instructions to
brokers do not need to re-cast their votes unless they want to
change their vote.
“While we are pleased that the vast majority our responding
stockholders to date have indicated their support of the merger
with Histogen, the merger cannot be completed unless the reverse
stock split is approved by a majority of the outstanding shares,”
said Steven J. Mento, Ph.D., President, Chief Executive Officer and
co-founder of Conatus. “Voting in favor of Proposal 1 and against
Proposal 2 is in effect a ‘no’ vote for the merger. Therefore, I
urge any stockholder who has not voted to do so, or who voted
against Proposal 2 to reconsider and vote in favor of the
proposal.”
If you have questions, need help voting your shares, or want to
change your vote in favor of Proposal 2, please call Conatus’ proxy
solicitation firm, Laurel Hill Advisory Group, LLC at
888-742-1305.
About the Proposed Merger
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. 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 and changes in
capitalization prior to the closing of the merger.
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;
the expected ownership of the combined company based on the
exchange ratio set forth in the merger agreement; future product
development plans and projected timelines for the initiation and
completion of preclinical and clinical trials; 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; 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 has filed a
registration statement on Form S-4 (File No. 333-236332) with the
SEC that includes a definitive proxy statement of Conatus and that
also constitutes a prospectus of Conatus, which proxy
statement/prospectus was mailed or otherwise disseminated to
Conatus stockholders. Conatus also plans to file other relevant
documents with the SEC regarding the proposed merger transaction.
BEFORE MAKING ANY VOTING DECISION, 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 Solicitation
Conatus and certain of its 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
stockholders with respect to the merger. Information regarding the
persons or entities who may be considered participants in the
solicitation of proxies is set forth in the proxy statement and
Form S-4 relating to the merger filed with the SEC. Information
regarding the directors and executive officers of Conatus is set
forth in the Conatus Annual Report on Form 10-K for Conatus’ year
ended December 31, 2019, which was filed with the SEC on March 11,
2020. Additional information regarding the interests of such
potential participants is included in the proxy statement and Form
S-4 and the other relevant documents filed with the SEC.
CONTACT: Keith MarshallConatus
Pharmaceuticals Inc.(858) 376-2600IR@conatuspharma.com
Conatus Pharmaceuticals (NASDAQ:CNAT)
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