Tetraphase terminates merger agreement with
AcelRx to enter into merger agreement with Melinta
Melinta agreement provides for an aggregate of
$39.0 million upfront in cash plus potential contingent value
rights cash payments of up to $16.0 million
Acquisition Expected to Close in early Q3
2020
Tetraphase Pharmaceuticals, Inc. (Nasdaq: TTPH), a
biopharmaceutical company focused on commercializing its novel
tetracycline XERAVA™ to treat serious and life-threatening
infections, today announced that it has entered into a definitive
merger agreement with Melinta Therapeutics, Inc. (“Melinta”),
pursuant to which Melinta would acquire Tetraphase, through a
tender offer, for an aggregate of $39.0 million in cash, plus an
additional $16.0 million in cash potentially payable under
contingent value rights (“CVRs”) to be issued in the proposed
acquisition. The Board of Directors of Tetraphase unanimously
recommends that stockholders tender their shares in the Melinta
tender offer once it is commenced.
Under the terms of the definitive merger agreement, the upfront
cash consideration in the transaction will be as follows: (i) $1.79
per share of Tetraphase common stock (including common stock
underlying restricted stock units, performance-based stock units
and pre-funded warrants), (ii) $2.47 per share of Tetraphase common
stock underlying the common stock warrants issued by the Company in
2019, and (iii) $2.47 per share of Tetraphase common stock
underlying the common stock warrants issued by the Company in 2020.
Tetraphase equityholders would
also be entitled to receive, for each share of Tetraphase common
stock, one non-tradeable CVR, the holders of which will be entitled
to receive payments of up to an additional $16.0 million in
the aggregate upon the achievement of net sales of XERAVA™ in the
United States of at least (i) $20 million during 2021, (ii) $35
million during any year ending on or before December 31, 2024 and
(iii) $55 million during any year ending on or before December 31,
2024.
“This transaction is critically important for XERAVA and for the
patients who need this life-saving treatment, and it allows
Tetraphase to move forward and focus on growth,” said Larry
Edwards, President and Chief Executive Officer of Tetraphase. “We
are excited to collaborate with Melinta, a company experienced in
addressing unmet medical needs and providing antibiotics to
patients in the healthcare setting. The combined commercial and
scientific expertise and synergies with Melinta will enable us to
more effectively bring new treatments to patients now and into the
future.”
“We are excited to have reached agreement with Tetraphase, a
company with a high-growth hospital product that complements
Melinta’s antibiotic product offerings,” said Jennifer Sanfilippo,
Interim Chief Executive Officer of Melinta. “This transaction
increases our world-class infectious disease portfolio and we are
eager to build upon our synergies and leverage our collective
expertise and scale to offer patients and providers battling
serious bacterial infections with an additional potentially
life-saving treatment option.”
Under the terms of the definitive merger agreement, the tender
offer is required to be commenced within seven business days. Any
shares not tendered in the tender offer will be acquired in a
second-step merger at the same cash price as paid in the tender
offer. Closing of the transaction is subject to specified closing
conditions, including that a majority of the Company’s shares of
common stock (treating the shares underlying the Company’s RSUs and
PRSUs as outstanding) are validly tendered and not validly
withdrawn. Upon the closing of the transaction, Tetraphase will
become a privately held company and shares of Tetraphase’s common
stock will no longer be listed on any public market. Subject to
certain limited exceptions, the CVRs will be non-transferable.
The transaction was unanimously approved by the Tetraphase board
of directors and is expected to close early in the third quarter of
2020. Certain Tetraphase stockholders and warrant holders,
including Armistice Capital, LLC, holding in the aggregate
approximately 20% of Tetraphase’s outstanding voting power, have
signed support agreements or exchange agreements under which such
equityholders agreed, among other things, to tender their shares in
the tender offer and to the treatment of the warrants described
above.
On June 4, 2020, Tetraphase terminated its previously announced
merger agreement with AcelRx Pharmaceuticals, Inc., dated as of
March 16, 2020, as amended on May 27, 2020 and May 29, 2020, in
order to enter into the definitive merger agreement with Melinta.
In connection with the termination the definitive merger agreement
with AcelRx, Tetraphase paid AcelRx a termination fee in the amount
of $1,778,000.
Janney Montgomery Scott is acting as financial advisor to
Tetraphase and has rendered a fairness opinion to Tetraphase’s
board of directors in connection with the transaction. Wilmer
Cutler Pickering Hale and Dorr LLP is acting as legal advisor to
Tetraphase in connection with the transaction.
About XERAVATM
XERAVA (eravacycline for injection) is a novel fluorocycline of
the tetracycline class antibacterials indicated for the treatment
of complicated intra-abdominal infections (cIAI) in patients 18
years of age and older. XERAVA was investigated for the treatment
of cIAI as part of the Company's IGNITE (Investigating
Gram-Negative Infections Treated with Eravacycline) Phase 3
program. In the first pivotal Phase 3 trial in patients with cIAI,
twice-daily intravenous (IV) XERAVA met the primary endpoint by
demonstrating statistical non-inferiority of clinical response
compared to ertapenem and was well-tolerated. In the second Phase 3
clinical trial in patients with cIAI, twice-daily IV XERAVA met the
primary endpoint by demonstrating statistical non-inferiority of
clinical response compared to meropenem and was well-tolerated. In
both trials, XERAVA achieved high cure rates in patients with
Gram-negative pathogens, including resistant isolates.
XERAVATM Important Safety Information
XERAVA is a tetracycline class antibacterial indicated for the
treatment of complicated intra-abdominal infections in patients 18
years of age and older.
XERAVA is not indicated for the treatment of complicated urinary
tract infections.
To reduce the development of drug-resistant bacteria and
maintain the effectiveness of XERAVA and other antibacterial drugs,
XERAVA should be used only to treat or prevent infections that are
proven or strongly suspected to be caused by susceptible
bacteria.
XERAVA is contraindicated for use in patients with known
hypersensitivity to eravacycline, tetracycline-class antibacterial
drugs or to any of the excipients. Life-threatening
hypersensitivity (anaphylactic) reactions have been reported with
XERAVA.
The use of XERAVA during tooth development (last half of
pregnancy, infancy and childhood to the age of eight years) may
cause permanent discoloration of the teeth (yellow-gray-brown) and
enamel hypoplasia.
The use of XERAVA during the second and third trimester of
pregnancy, infancy and childhood up to the age of eight years may
cause reversible inhibition of bone growth.
Clostridium difficile associated diarrhea (CDAD) has been
reported with use of nearly all antibacterial agents and may range
in severity from mild diarrhea to fatal colitis.
The most common adverse reactions observed in clinical trials
(incidence ≥ 3%) were infusion site reactions, nausea, and
vomiting.
XERAVA is structurally similar to tetracycline-class
antibacterial drugs and may have similar adverse reactions. Adverse
reactions including photosensitivity, pseudotumor cerebri, and
anti-anabolic action which has led to increased blood urea
nitrogen, azotemia, acidosis, hyperphosphatemia, pancreatitis, and
abnormal liver function tests, have been reported for other
tetracycline-class antibacterial drugs, and may occur with XERAVA.
Discontinue XERAVA if any of these adverse reactions are
suspected.
To report SUSPECTED ADVERSE REACTIONS, contact Tetraphase
Pharmaceuticals Inc., at 1-833-7-XERAVA (1-833-793-7282) or FDA at
1‑800‑FDA-1088 or www.fda.gov/medwatch.
Please see full prescribing information for XERAVA.
About Tetraphase Pharmaceuticals, Inc.
Tetraphase Pharmaceuticals, Inc., is a biopharmaceutical company
using its proprietary chemistry technology to create novel
tetracyclines for serious and life-threatening conditions,
including infections caused by many of the multidrug-resistant
bacteria highlighted as urgent public health threats by the World
Health Organization and the Centers for Disease Control and
Prevention. The Company has created more than 3,000 novel
tetracycline compounds using its proprietary technology platform.
Tetraphase's lead product XERAVA™ is approved for the treatment of
complicated intra-abdominal infections by the U.S. Food and Drug
Administration and the European Medicines Agency. The Company’s
pipeline also includes antibiotics TP-271 and TP-6076, which are
Phase 2 ready, and TP-2846, which is in preclinical testing for
acute myeloid leukemia. The Company intends to out license its
pipeline candidates. Please visit www.tphase.com for more company
information.
Important Information for Investors and Stockholders
The tender offer for the outstanding shares of Tetraphase
referenced in this document has not yet commenced. This document is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell shares, nor is it a
substitute for the tender offer materials that Melinta and its
subsidiary will file with the Securities and Exchange Commission
(“SEC”). At the time the tender offer is commenced, Melinta and its
subsidiary will file tender offer materials on Schedule TO, and
thereafter Tetraphase will file a Solicitation/Recommendation
Statement on Schedule 14D-9, with the SEC with respect to the
tender offer. 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 WILL
CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF TETRAPHASE
COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME) BECAUSE THEY WILL 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, will be made available to all holders of shares of
Tetraphase common stock at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement will be
made 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, Melinta and Tetraphase
file annual, quarterly and current reports and other information
with the SEC.
Forward-Looking Statements
Statements in this press release regarding the proposed
transactions between Melinta and Tetraphase, the expected timetable
for completing the transactions, future financial and operating
results, benefits and synergies of the transaction, 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. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward‑looking statements, including the
risk that the proposed transactions 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; the failure to satisfy
all of the closing conditions of the proposed transactions; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement and the
transactions; the effect of the announcement or pendency of the
proposed transactions on Tetraphase’s business, operating results
and relationships with customers, suppliers, competitors and
others; risks that the proposed transactions 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 merger agreement or the proposed
transactions; risks relating to product development and
commercialization, demand for Tetraphase’s products and limited
number of customers; risks associated with competition and other
commercial and other risk factors discussed in the "Risk Factors"
section of our quarterly report on Form 10-Q for the period ended
March 31, 2020 filed with the SEC on May 7, 2020. In addition, the
forward-looking statements included in this press release represent
our views as of June 4, 2020. We anticipate that subsequent events
and developments will cause our views to change. However, while we
may elect to update these forward-looking statements at some point
in the future, we specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing Tetraphase’s views as of any later date.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200604005453/en/
Media and Investor Contact: Argot Partners Maeve
Conneighton 212-600-1902 maeve@argotpartners.com
Tetraphase Pharmaceuticals (NASDAQ:TTPH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tetraphase Pharmaceuticals (NASDAQ:TTPH)
Historical Stock Chart
From Jul 2023 to Jul 2024