Conatus Pharmaceuticals Inc. (Nasdaq:CNAT) today announced that
Institutional Shareholder Services Inc. (ISS) and Glass Lewis, two
leading independent research and proxy advisory firms that provide
institutional investors with voting assessment and recommendations,
have recommended that Conatus stockholders vote “FOR” Conatus’
proposed merger with Histogen Inc. (“Histogen”) and “FOR” Conatus’
proposed reverse stock split, both of which are to be considered at
Conatus’ upcoming special meeting of stockholders to be held on May
21, 2020.
In making its recommendations, ISS concluded:
“The strategic rationale for the transaction is
sound, the process was reasonably thorough, and the stock
consideration provides opportunity in the upside potential of a
Company with three clinical-stage product candidates and sufficient
near-term capital. As such, a vote for the merger and the share
issuance is warranted.”
“We are very pleased that these highly influential
proxy advisor firms have recommended that our stockholders vote in
favor of the proposals to merger with Histogen and the required
reverse stock split,” said Steven J. Mento, Ph.D., President, Chief
Executive Officer and co-founder of Conatus. “Although the range of
the reverse stock split is at the discretion of the board of
directors within the specified range, the primary factor in
determining the ratio for the split will be achieving the $4.00
minimum bid price required by Nasdaq for the combined company and
required for the merger to be completed. 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.
The record date for the special meeting is 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. The special meeting was
previously 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.
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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