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Histogenics..WKN: A12GEB

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About the Proposed Merger
The merger is structured as a stock-for-stock transaction whereby all of Ocugen’s outstanding shares of common stock and securities convertible into or exercisable for Ocugen’s common stock will be converted into Histogenics’ common stock and securities convertible into or exercisable for Histogenics’ common stock. Immediately following the closing of the transaction, the former stockholders of Ocugen will hold approximately 90% of the outstanding shares of common stock of the combined company and the current Histogenics stockholders will retain an ownership interest representing approximately 10% of the outstanding shares of common stock of the combined company, subject to certain adjustments as described in the merger agreement of up to an additional 5% ownership for the current Histogenics stockholders based on Histogenics’ cash at the closing of the proposed merger, including proceeds from sale of the assets underlying Histogenics’ NeoCart product in connection with the closing.

Upon closing of the transaction, Histogenics will be renamed Ocugen, Inc. and will be headquartered in Malvern, Pennsylvania under the leadership of Ocugen’s current management team. Dr. Musunuri, Chairman, Chief Executive Officer and Co-Founder of Ocugen, will continue as the Chairman and CEO of the combined company. Susan L. Drexler, C.P.A., M.B.A. will be the interim Chief Financial Officer and Dan Jorgensen, M.D., M.P.H., M.B.A., will be the Chief Medical Officer. No Histogenics employees will remain employed by the combined company. The merger agreement provides that the Board of Directors of the combined company will be comprised of seven directors designated by Ocugen. The merger agreement has been unanimously approved by the Board of Directors of each company. The transaction is expected to close in late second quarter or third quarter of 2019, subject to approvals by stockholders of each company and other customary closing conditions.

Canaccord Genuity LLC is acting as exclusive financial advisor to Histogenics on the proposed transaction and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP serves as legal counsel to Histogenics. Chardan Capital Markets LLC is acting as exclusive financial advisor to Ocugen on the proposed transaction and Morgan, Lewis & Bockius LLP serves as legal counsel to Ocugen on the proposed transaction.

Conference Call Information
Adam Gridley and Shankar Musunuri will co-host a conference call to discuss the proposed merger on April 8, 2019, at 8:30 a.m. Eastern Time.

To access the live conference call, please dial 1.877.930.8064 from the U.S. and Canada or 1.253.336.8040 internationally and provide the conference ID “6495686” five to ten minutes before the start of the call. To access a live audio webcast of the presentation on the “Investor Relations” page of the Histogenics website, please click here. A replay of the webcast will be archived on Histogenics’ website for approximately 45 days following the call.

About Histogenics Corporation
Histogenics (Nasdaq: HSGX) develops restorative cell therapies that may offer rapid-onset pain relief and restored function. Histogenics’ technology platform has the potential to be used for a broad range of restorative cell therapy indications. For more information on Histogenics and NeoCart, please visit www.histogenics.com.

About Ocugen, Inc.
Ocugen is a clinical stage biopharmaceutical company focused on discovering, developing and commercializing a pipeline of innovative therapies that address rare and underserved eye diseases. Ocugen offers a diversified ophthalmology portfolio that includes novel gene therapies, biologics, and small molecules and targets a broad range of high-need retinal and ocular surface diseases. For more information on Ocugen, please visit www.ocugen.com.

Additional Information about the Proposed Merger and

an dem neuen Unternehmen werden Histogenics Aktionäre nur noch 10 % haben

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