Histogenics’ Merger with Ocugen


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.

Histogenics Corporation (Nasdaq: HSGX) and Ocugen, Inc., a privately held clinical-stage biopharmaceutical company focused on discovering, developing and commercializing a pipeline of innovative therapies that address rare and underserved eye diseases, have entered into a definitive merger agreement under which the stockholders of Ocugen will become the majority owners of Histogenics’ outstanding common stock upon the close of the merger. The proposed merger will result in a combined publicly-traded, clinical-stage biopharmaceutical company operating under the Ocugen name.

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.

The Gunderson Dettmer deal team included Marc Dupre (Picture), Albert Vanderlaan, Keith Scherer, Daniel Riley and Samantha Gross.

Involved fees earner: Marc Dupre – Gunderson Dettmer; Samantha Gross – Gunderson Dettmer; Daniel Riley – Gunderson Dettmer; Keith Scherer – Gunderson Dettmer; Albert Vanderlaan – Gunderson Dettmer;

Law Firms: Gunderson Dettmer;

Clients: Histogenics Corporation;