Tetraphase Pharmaceuticals, Inc. (Nasdaq:TTPH), a
biopharmaceutical company focused on commercializing its novel
tetracycline XERAVATM (eravacycline for injection) to treat serious
and life-threatening infections, today announced that on June 19,
2020, its Board of Directors received an unsolicited proposal from
La Jolla Pharmaceutical Company (“La Jolla”) to acquire Tetraphase
for $43.0 million in cash, plus an additional aggregate amount of
$16.0 million in cash potentially payable under contingent value
rights (“CVRs”) to be issued in the transaction (the “La Jolla
Proposal”), and that on June 21, 2020 the Board determined that the
La Jolla Proposal is a “Superior Offer” under the terms of the
Agreement and Plan of Merger, dated June 4, 2020, to which the
Company is a party with Melinta Therapeutics, Inc. (“Melinta”) and
Toronto Transaction Corp., a wholly-owned subsidiary of Melinta
(the “Melinta Merger Agreement”). In connection with this
determination and in accordance with the terms of the Melinta
Merger Agreement, the Company has given notice to Melinta of such
determination and of its intention to consider changing its
recommendation of the tender offer under the Melinta Merger
Agreement or terminating the Melinta Merger Agreement unless
Melinta proposes revisions to the terms of the Melinta Merger
Agreement or makes another proposal on or prior to Friday, June 26,
2020 that, if accepted, would result in the La Jolla Proposal
ceasing to be a Superior Offer.
Under the Melinta Merger Agreement, Melinta would acquire
Tetraphase through a cash tender offer by its subsidiary for all of
Tetraphase’s outstanding shares of common stock, for an aggregate
of $39.0 million in cash (representing consideration of $1.79 per
share of Tetraphase common stock), plus CVRs representing the right
to receive cash consideration based on the achievement of certain
net sales milestones, in an aggregate amount of up to $16.0
million.
Under the La Jolla Proposal, La Jolla would acquire Tetraphase
through a cash tender offer for all of Tetraphase’s outstanding
shares of common stock. The upfront cash consideration under the La
Jolla Proposal would be as follows: (i) $2.00 per share of
Tetraphase common stock (including common stock underlying
restricted stock units, performance-based stock units and
pre-funded warrants), (ii) $2.68 per share of Tetraphase common
stock underlying the common stock warrants issued by the Company in
November 2019, and (iii) $2.69 per share of Tetraphase common stock
underlying the common stock warrants issued by the Company in
January 2020. The total upfront consideration to be received by
Tetraphase equityholders under the La Jolla Proposal at closing is
approximately $43.0 million, with approximately $21.4 million of
this amount allocated to the Company’s outstanding common stock
warrants. The La Jolla Proposal is not subject to any financing
contingencies. The definitive terms and conditions of a merger
agreement detailing the La Jolla Proposal have been fully
negotiated. If the La Jolla Proposal continues to constitute a
Superior Offer through Friday, June 26, 2020, the Tetraphase Board
will consider terminating the Melinta Merger Agreement and entering
into the merger agreement with La Jolla.
At this time, the Tetraphase Board (1) continues to recommend
the offer under the Melinta Merger Agreement, (2) is not modifying
or withdrawing its recommendation with respect to the offer under
the Melinta Merger Agreement, or proposing to do so, and (3) is not
making any recommendation with respect to the La Jolla Proposal or
the offer under the proposed merger agreement with La Jolla.
Janney Montgomery Scott LLC is acting as financial advisor to
Tetraphase and Wilmer Cutler Pickering Hale and Dorr LLP is acting
as legal advisor.
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, XERAVATM (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.
Additional Information and Where to Find it
THE TENDER OFFER BY A
SUBSIDIARY OF MELINTA FOR THE OUTSTANDING SHARES OF TETRAPHASE
REFERENCED IN THIS PRESS RELEASE COMMENCED ON JUNE 12, 2020. ON
JUNE 12, 2020, MELINTA FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (“SEC”) TENDER OFFER MATERIALS ON SCHEDULE TO AND
TETRAPHASE FILED A SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9. TETRAPHASE AND MELINTA ALSO PLAN TO FILE OTHER
RELEVANT DOCUMENTS WITH THE SEC REGARDING THE PROPOSED TRANSACTION.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN
IMPORTANT INFORMATION. HOLDERS OF SHARES OF TETRAPHASE COMMON STOCK
ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER
TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
TENDER OFFER DOCUMENTS INCLUDED IN THE TENDER OFFER STATEMENT) AND
THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES
OF TETRAPHASE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES. THE OFFER TO PURCHASE,
THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT,
ARE AVAILABLE TO ALL HOLDERS OF SHARES OF TETRAPHASE COMMON STOCK
AT NO EXPENSE TO THEM. THE TENDER OFFER MATERIALS AND THE
SOLICITATION/RECOMMENDATION STATEMENT ARE AVAILABLE FOR FREE AT THE
SEC’S WEBSITE AT WWW.SEC.GOV. ADDITIONAL COPIES OF THE TENDER OFFER
MATERIALS MAY BE OBTAINED FOR FREE BY CONTACTING MELINTA
THERAPEUTICS, INC. AT 44 WHIPPANY RD, SUITE 280, MORRISTOWN, NEW
JERSEY 07960, ATTENTION: LEGAL.
In addition to the Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, Tetraphase, Melinta and La Jolla file annual, quarterly
and special reports, proxy statements and other information with
the SEC. These filings with the SEC are available to the public
from the website maintained by the SEC at www.sec.gov.
If a negotiated transaction
between Tetraphase and La Jolla is agreed, Tetraphase and La Jolla
will prepare filing(s) related to the proposed transaction (such as
a tender offer statement on Schedule TO, including an offer to
purchase, a related letter of transmittal and other tender offer
documents related to the transaction and any amendments thereto,
and Tetraphase would file a recommendation statement on Schedule
14D-9 with the SEC and any amendments thereto), and Tetraphase will
provide the filing(s) to its stockholders. Tetraphase, and possibly
La Jolla, may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for any
tender offer document or any other document which Tetraphase or La
Jolla may file with the SEC in connection with the proposed
transaction. If a negotiated transaction between Tetraphase and La
Jolla is agreed, investors and security holders are urged to read
the filing(s) and the other relevant materials with respect to the
proposed transaction with La Jolla carefully in their entirety when
they become available before making any voting or investment
decision with respect to any proposed transaction with La Jolla,
because they will contain important information about any proposed
transaction with La Jolla.
Forward-Looking Statements
Any statements in this press release regarding the transactions
contemplated by the Melinta Merger Agreement and any proposed
transaction contemplated by La Jolla, the expected timetable for
completing the transactions, future financial and operating
results, benefits and synergies of the transactions, future
opportunities for the combined company and any other statements
about Tetraphase management’s future expectations, beliefs, goals,
plans or prospects constitute forward-looking statements. Any
statements that are not statements of historical fact (including
statements containing “believes,” “anticipates,” “plans,”
“expects,” “may,” “will,” “would,” “intends,” “estimates,” and
similar expressions), should also be considered to be
forward-looking statements. The following factors, among others,
could cause actual results to differ materially from those
described in these forward-looking statements: the determinations
made by the Tetraphase Board regarding the La Jolla Proposal;
actions of Melinta or any other party in response to any
discussions with La Jolla; the results of discussions with La
Jolla; the impact of actions of other parties with respect to any
discussions and the potential consummation of the proposed
transactions with Melinta or La Jolla; the outcome of any legal
proceedings that could be instituted against Tetraphase or its
directors related to the discussions, the La Jolla Proposal or the
Melinta Merger Agreement; changes in the La Jolla Proposal; the
risk that the transactions contemplated by the Melinta Merger
Agreement or the La Jolla Proposal may not be completed in a timely
manner, or at all, which may adversely affect Tetraphase’s business
and the price of its common stock; risks as to the percentage of
Tetraphase’s stockholders tendering their shares in any offer; the
possibility that competing offers will be made; the failure to
satisfy all of the closing conditions of the transactions
contemplated by the Melinta Merger Agreement, or with respect to
any definitive agreements for the La Jolla Proposal; the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Melinta Merger Agreement; the effect of the
announcement or pendency of the transactions contemplated by the
Melinta Merger Agreement or the definitive agreements for the La
Jolla Proposal on Tetraphase’s business, operating results, and
relationships with customers, suppliers, competitors and others;
risks that the Melinta Merger Agreement or the La Jolla Proposal
may disrupt Tetraphase’s current plans and business operations;
potential difficulties retaining employees as a result of the
proposed transactions; risks related to the diverting of
management’s attention from Tetraphase’s ongoing business
operations; the outcome of any legal proceedings that may be
instituted against Tetraphase related to the Melinta Merger
Agreement or the La Jolla Proposal or the transactions contemplated
thereby; risks relating to product development and
commercialization, demand of Tetraphase’s products and limited
number of customers; risks relating to Tetraphase’s ability to
successfully commercialize XERAVA; concerns with or threats of, or
the consequences of, pandemics, contagious diseases or health
epidemics, including COVID-19; risks associated with competition
and other commercial and other risk factors set forth under the
caption “Risk Factors” in Tetraphase’s Quarterly Report on Form
10-Q for the period ended March 31, 2020 filed with the SEC on May
7, 2020 and in any other subsequent filings made by Tetraphase with
the SEC. Any forward-looking statements contained in this press
release speak only as of the date hereof, and Tetraphase
specifically disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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