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.
