Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the Amended Merger Agreement, at the effective time of the merger
(the "Merger"), the holders of Tetraphase common stock (including common stock
underlying restricted stock units and performance-based stock units) will be
entitled to receive upfront consideration of
In addition, pursuant to the Amended Merger Agreement, the outstanding warrants
of Tetraphase will be treated in accordance with their terms, except that those
warrantholders which have executed amendments to the voting agreements described
below would be entitled to receive (i)
Based on the closing price of AcelRx stock on
The Amended Merger Agreement also increased the termination fee payable to
AcelRx in specified circumstances from
The Tetraphase board of directors has approved the Merger and the amended terms
of the Merger in the Second Amendment, determined that as a result of the Second
Amendment, Melinta's previously disclosed amended proposal of
In connection with the Amended Merger Agreement, certain of the Company's
warrantholders entered into amendments to the voting agreements dated
The Second Amendment further provides for a revised form of contingent value
rights agreement to be entered into prior to the effective time of the merger
between AcelRx and a rights agent selected by Parent and reasonably acceptable
to the Company governing the terms of certain consideration payable thereunder
(the "CVR Agreement"). Under the CVR Agreement, the CVRs will be payable in cash
if the following milestones are achieved: (a)
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Except as noted above, all other terms of the Amended Merger Agreement are
substantially the same as the corresponding terms of the Merger Agreement, a
description of which is included under "Item 1.01. Entry into a Material
Definitive Agreement-Agreement and Plan of Merger" of the Current Report
on Form 8-K filed by the Company with the
The foregoing descriptions of the Second Amendment and the CVR Agreement do not purport to be complete and are qualified in their entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference, and the form of CVR Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Second Amendment to Agreement and Plan of Merger, by and among Parent,Merger Sub and Company , datedMay 29, 2020 . 10.1 Form of Contingent Value Rights Agreement, by and between AcelRx and the Rights Agent. 99.1 Press Release, datedMay 29, 2020 .
Additional Information and Where to Find it
In connection with the proposed transaction between Tetraphase and AcelRx,
AcelRx filed with the
Investors and security holders can obtain free copies of the proxy
statement/prospectus and other documents filed with the
No Offer or Solicitation
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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Participants in the Solicitation
Each of Tetraphase and AcelRx 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 Tetraphase's directors and executive officers is included in Tetraphase's
Annual Report on Form 10-K for the year ended
Forward-Looking Statements
Statements in this Form 8-K contain various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding the transactions contemplated by the AcelRx Merger Agreement and any proposed transaction contemplated by the Revised AcelRx Proposal or the Melinta proposal, the expected timetable for completing any such transactions, future financial and operating results, benefits and synergies of the transactions, future opportunities for the combined company and any other statements about future expectations, plans and prospects for Tetraphase. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
The following factors, among others, could cause actual results to differ
materially from those described in these forward-looking statements: the risk
that the proposed Merger 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
Merger, including the approval of the Amended Merger Agreement by Tetraphase's
stockholders; the occurrence of any event, change or other circumstance that
could give rise to the termination of the Amended Merger Agreement; the effect
of the announcement or pendency of the proposed Merger on Tetraphase's business,
operating results, and relationships with customers, suppliers, competitors and
others; risks that the proposed Merger may disrupt Tetraphase's current plans
and business operations; 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
Amended Merger Agreement or the proposed Merger; 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; general economic and market conditions and the risk factors
set forth under the caption "Risk Factors" in Tetraphase's Quarterly Report on
Form 10-Q for the period ended
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