EXHIBIT 99.1
| CONTACT:Keith Marshall Conatus Pharmaceuticals Inc. (858)376-2600 IR@conatuspharma.com |
The Conatus Pharmaceuticals Special Meeting of Stockholders Seeking Approval for Proposed Merger
with Histogen Inc. will Reconvene on May 21, 2020
SAN DIEGO – May 7, 2020 – 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 visitingwww.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 tore-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 andco-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 at888-742-1305.
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.
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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 completingpre-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 onForm 10-K, Quarterly Reports on Form10-Q and Current Reports onForm 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 onForm S-4 (FileNo. 333-236332) with the SEC that includes a
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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 ane-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 andForm 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 onForm 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 andForm S-4 and the other relevant documents filed with the SEC.