Item 8.01. Other Events.
On June 19, 2020, Tetraphase Pharmaceuticals, Inc. ("Tetraphase") received an
unsolicited proposal from La Jolla Pharmaceutical Company ("La Jolla") to
acquire Tetraphase for $43.0 million in cash, plus an additional $16.0 million
in cash potentially payable under contingent value rights to be issued in the
transaction (the "La Jolla Proposal"). Under the La Jolla Proposal, the upfront
cash consideration would be paid 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
Tetraphase in November 2019, and (iii) $2.69 per share of Tetraphase common
stock underlying the common stock warrants issued by Tetraphase in January 2020.
Tetraphase previously announced that it had entered into a merger agreement,
dated as of June 4, 2020 (the "Melinta Merger Agreement"), with Melinta
Therapeutics, Inc. ("Melinta") and Toronto Transaction Corp., a wholly-owned
subsidiary of Melinta ("Purchaser"), pursuant to which Melinta would acquire
Tetraphase through a cash tender offer by Purchaser for all of Tetraphase's
outstanding shares of common stock for (1) $1.79 per share of common stock, and
(2) one contingent value right per share representing the right to receive
certain consideration based on the achievement of net sales milestones in an
aggregate amount of up to $16.0 million (the "Offer").
On June 20, 2020, the board of directors of Tetraphase (the "Tetraphase Board")
determined in good faith, after consultation with its independent financial
advisors and outside legal counsel, that the La Jolla Proposal could reasonably
be expected to lead to a Superior Offer as defined in the Melinta Merger
Agreement, and that the failure to (1) furnish, pursuant to an acceptable
confidentiality agreement, information (including non-public information) to La
Jolla, and (2) engage in or otherwise participate in discussions or negotiations
with La Jolla in respect of the La Jolla Proposal could reasonably be expected
to be inconsistent with the fiduciary duties of the Tetraphase Board to
Tetraphase's stockholders under applicable legal requirements. Accordingly, in
accordance with the Melinta Merger Agreement, the Tetraphase Board determined to
consider the La Jolla Proposal, to enter into discussions and/or negotiations
with respect to the La Jolla Proposal and, subject to an acceptable
confidentiality agreement, to furnish non-public information to La Jolla.
On June 21, 2020, the Tetraphase Board determined in good faith, after
consultation with its independent financial advisors and outside legal counsel,
that the La Jolla Proposal to acquire Tetraphase is a "Superior Offer" under the
terms of the Melinta Merger Agreement. In connection with this determination and
in accordance with the terms of the Melinta Merger Agreement, Tetraphase has
given notice to Melinta of such determination and of its intention to consider
changing its recommendation of the Offer and 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.
A copy of the press release announcing these developments is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
There can be no assurances that any definitive agreement or transaction will
result from the La Jolla Proposal or Tetraphase's discussions with La Jolla. At
this time, the Tetraphase Board (1) continues to recommend the Offer under the
Melinta Merger Agreement to its stockholders, (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.
Janney Montgomery Scott LLC is acting as financial advisor to Tetraphase and
Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal advisor.
Additional Information and Where to Find it
The tender offer by a subsidiary of Melinta for the outstanding shares of
Tetraphase referenced in this Current Report on Form 8-K commenced on June 12,
2020. This Current Report on Form 8-K is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
securities, nor is it a substitute for the
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tender offer materials that Tetraphase, Melinta and its subsidiary have filed
with the Securities and Exchange Commission ("SEC"). On June 12, 2020, Melinta
filed with the SEC a Tender Offer Statement on Schedule TO and Tetraphase filed
with the SEC 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 Tender Offer Statement and the Solicitation/Recommendation Statement
are available for free at the SEC's website at www.sec.gov. Free copies of these
materials and other tender offer documents will be made available by the
information agent for the tender offer.
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 or filed 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. 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.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated June 22, 2020
Forward-Looking Statements
Any statements in this Form 8-K regarding the proposed transaction 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. 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 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
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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 for 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 discussed in the
"Risk Factors" section of Tetraphase's Quarterly Report on Form 10-Q for the
period ended March 31, 2020 filed with the SEC on May 7, 2020. Any
forward-looking statements contained in this Current Report on Form 8-K speak
only as of the date hereof, and Tetraphase specifically disclaims any obligation
to update any forward-looking statement, whether as a result of new information,
future events or otherwise.
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