REDWOOD CITY, Calif.,
May 29, 2020 /PRNewswire/
-- AcelRx Pharmaceuticals, Inc. (AcelRx) (Nasdaq: ACRX), a
specialty pharmaceutical company focused on the development and
commercialization of innovative therapies for use in medically
supervised settings, today announced the execution of an amendment
to its merger agreement to acquire Tetraphase Pharmaceuticals, Inc.
(Tetraphase) (NASDAQ: TTPH), with revised consideration of
$37.0 million in stock and cash based
on the AcelRx closing share price on May 28,
2020, plus up to $16.0 million
in contingent value rights (CVRs) payable in cash.
The total consideration payable to Tetraphase stockholders and
warrant holders includes AcelRx stock valued at $24.2 million, based upon the closing share price
of AcelRx stock of $1.50 on
May 28, 2020, plus $12.8 million in cash.
Tetraphase stockholders will receive, for each share of
Tetraphase common stock, (1) $0.59 in
cash and 0.7409 shares of AcelRx common stock, representing
approximately $1.70 in upfront per
share value, based upon the closing share price of AcelRx stock of
$1.50 on May
28, 2020, and (2) one CVR, which would entitle the
Tetraphase stockholders to receive potential aggregate payments of
up to $16.0 million in cash upon the achievement of
certain future XERAVA™ net sales milestones starting in
2021.
Tetraphase's board of directors has determined that as a result
of the amendment to the merger agreement, competing bidders'
proposals were not superior and recommends the merger agreement, as
amended, to its stockholders. In addition to delivering overall
higher value, the AcelRx agreement delivers a higher per share
valuation to Tetraphase warrant holders and stockholders.
Vince Angotti, Chief Executive
Officer at AcelRx said, "We continue to believe there is
significant value created for our stockholders in the combination
of Tetraphase and AcelRx and stand ready to close this transaction
in June."
Under the terms of the merger agreement, the transaction is
expected to close following Tetraphase's stockholder meeting, which
is currently set for June 8,
2020. Closing of the transaction is subject to receipt of
approval of its stockholders, as well as satisfaction of other
customary closing conditions. The transaction does not require a
vote by AcelRx stockholders.
Cooley LLP is acting as legal counsel to AcelRx.
About AcelRx Pharmaceuticals, Inc.
AcelRx
Pharmaceuticals, Inc. is a specialty pharmaceutical company focused
on the development and commercialization of innovative therapies
for use in medically supervised settings. AcelRx's
proprietary, non-invasive sublingual formulation technology
delivers sufentanil with consistent pharmacokinetic profiles. The
Company has one approved product in the U.S., DSUVIA®
(sufentanil sublingual tablet, 30 mcg), known as DZUVEO™
in Europe, indicated for the
management of acute pain severe enough to require an opioid
analgesic for adult patients in certified medically supervised
healthcare settings, and one product candidate, Zalviso®
(sufentanil sublingual tablet system, SST system, 15 mcg), an
investigational product in the U.S., is being developed as an
innovatively designed patient-controlled analgesia (PCA) system for
reduction of moderate-to-severe acute pain in medically supervised
settings. DZUVEO and Zalviso are both approved products in
Europe.
For additional information about AcelRx, please visit
www.acelrx.com.
About Tetraphase Pharmaceuticals, Inc.
Tetraphase
Pharmaceuticals, Inc. is a biopharmaceutical company using its
proprietary chemistry technology to develop and commercialize novel
tetracyclines for serious and life-threatening conditions,
including bacterial infections caused by many multidrug-resistant,
or MDR, bacteria. There is a medical need for new antibiotics as
resistance to existing antibiotics increases. The company's
commercial product, XERAVA™ (eravacycline), a fully synthetic
fluorocycline, is an intravenous, or IV, antibiotic that is
approved for use as a first-line empiric monotherapy for the
treatment of MDR infections, including those found in complicated
intra-abdominal infections, or cIAI.
Forward-Looking Statements
This press release contains
forward-looking statements, including, but not limited to,
statements related to future prospects or results, strategy,
intentions, plans, hopes, beliefs, anticipations, expectations or
predictions of the future, or the expected closing and timing of
the Tetraphase acquisition and the potential benefits of the
proposed transaction. These statements may be identified by
the use of forward-looking terminology such as "believes,"
"expects," "anticipates," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or the negative
of these words or other comparable terminology. These
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected, anticipated or implied by such statements, including the
risk that we may not be able to close the acquisition of Tetraphase
or achieve the expected benefits and cost synergies from the
proposed transaction with Tetraphase, that actions taken by
competing bidders for Tetraphase or fluctuations in the market
price of AcelRx's common stock could delay or prevent the
consummation of the proposed transaction, or that the impacts
AcelRx experiences from the ongoing COVID-19 pandemic may be
prolonged or exacerbated. In addition, such risks and
uncertainties may include, but are not limited to, those described
in AcelRx's annual, quarterly and current reports (i.e., Form 10-K,
Form 10-Q and Form 8-K) as filed or furnished with the Securities
and Exchange Commission (SEC). You are cautioned not to place undue
reliance on any such forward-looking statements, which speak only
as of the date such statements were first made. AcelRx's SEC
reports are available at www.acelrx.com under the
"Investors" tab. Except to the extent required by law, AcelRx
undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof, or to reflect the occurrence
of unanticipated events.
Additional Information and Where to Find It
In
connection with the proposed transaction between AcelRx and
Tetraphase, AcelRx filed with the SEC a registration statement on
Form S-4 (No. 333-237584) (the "Registration Statement") containing
a document constituting a prospectus of AcelRx and a proxy
statement of Tetraphase. The Registration Statement was
declared effective by the SEC on April 24,
2020, and Tetraphase mailed the definitive proxy
statement/prospectus to stockholders of Tetraphase on or about
April 28, 2020. AcelRx and Tetraphase
also plan to file other relevant documents with the SEC regarding
the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders are able to obtain free
copies of the Registration Statement and the definitive proxy
statement/prospectus and other relevant documents filed or that
will be filed by AcelRx or Tetraphase with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by AcelRx are available free of
charge within the Investors section of AcelRx's website
at http://ir.acelrx.com. Copies of the documents filed with
the SEC by Tetraphase are available free of charge within the
Investors section of Tetraphase's website
at https://ir.tphase.com/investor-relations.
Participants in the Solicitation
Each of AcelRx and
Tetraphase and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from Tetraphase stockholders in connection with the proposed
transaction. Information about AcelRx's directors and executive
officers is included in the definitive proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC
on April 24, 2020. Information about Tetraphase's directors
and executive officers is included in Tetraphase's Annual Report on
Form 10-K for the fiscal year ended December 31, 2019, which
was filed with the SEC on March 12, 2020. Other information
regarding the participants in the solicitation of proxies in
connection with the proposed transaction and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the definitive proxy statement/prospectus filed
with the SEC on April 24, 2020. When
available, investors may obtain free copies of these documents from
AcelRx or Tetraphase as indicated above.
No Offer or Solicitation
This communication is being
made in respect of the proposed transaction involving AcelRx and
Tetraphase. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities nor a
solicitation of any vote or approval with respect to the proposed
transaction or otherwise. No offering of securities shall be made
except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
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SOURCE AcelRx Pharmaceuticals, Inc.