Castle Creek Pharmaceutical Holdings, Inc. entered into a definitive agreement to acquire Fibrocell Science, Inc. (NasdaqCM:FCSC) for $63.3 million on September 12, 2019. As per terms, total consideration of approximately $63.3 million comprises of consideration for shares at the price of $3 per share; and repayment of outstanding debt, preferred shares and warrants as defined by their individual agreements. Castle Creek has obtained financing commitments for the purpose of financing the merger. Upon completion of the transaction, Fibrocell Science, Inc. will become a privately held subsidiary of Castle Creek Pharmaceutical Holdings, Inc. (“Castle Creek”). Till the completion, Fibrocell Science, Inc. will continue to operate as a separate and independent company. Upon termination of the Merger Agreement under specified circumstances, if the Merger is not completed, a termination fee of $2 million may become payable by Fibrocell to Castle Creek, or by Castle Creek to Fibrocell. Fibrocell Science, Inc.’s employees will continue as employees of the combined company on completion of the transaction. The closing of the transaction is subject to customary closing conditions, including Fibrocell Science, Inc.’s stockholder approval and any applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated. The transaction has been approved by the Boards of Directors of Castle Creek and Fibrocell Science, Inc. Fibrocell shareholder will hold special meeting on December 10, 2019 to approve the transaction. The board of directors of Fibrocell has established a special committee thereof consisting only of independent and disinterested directors to, among other things, consider, review, evaluate and negotiate this Agreement. Mark Gerstein and Zachary Judd of Latham & Watkins LLP acted as legal advisor for Castle Creek. Canaccord Genuity LLC acted as financial advisor and Asher Rubin, Steve Abrams and Les Reese of Hogan Lovells US LLP acted as legal advisor for Fibrocell Science, Inc. and also provided the fairness opinion to Fibrocell in the transaction. Fibrocell agreed to pay Canaccord Genuity a fee of $1,050,000 for its services in connection with the merger, of which $150,000 was payable upon signing of the engagement letter, $350,000 was payable upon delivery by Canaccord Genuity of its opinion. Fibrocell Science retained Okapi Partners LLC as information agent and will receive a fee of approximately $7,500 for the services rendered.