AcelRx Pharmaceuticals, Inc. issued the following announcement on May 29.
Under revised terms, AcelRx to acquire Tetraphase for $37.0 million in stock and cash plus CVRs
Continues to believe the Tetraphase acquisition complements AcelRx's commercial strategy and will deliver long-term shareholder value
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.
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