REDWOOD CITY, Calif.,
March 16, 2020 /PRNewswire/
-- AcelRx Pharmaceuticals, Inc. (NASDAQ: ACRX) (AcelRx), a
specialty pharmaceutical company focused on the development and
commercialization of innovative therapies for use in healthcare
institutions, today announced the execution of a definitive merger
agreement to acquire Tetraphase Pharmaceuticals, Inc. (Tetraphase)
in a stock for stock deal at an exchange ratio of 0.6303 shares of
AcelRx for each share of Tetraphase, or approximately $14.4 million as of the close of trading on
March 13, 2020, plus a contingent
value right (CVR). The CVR represents additional consideration upon
XERAVA™ (eravacycline for injection) achieving certain net sales
starting in 2021. The acquisition is consistent with AcelRx's
strategic plan to expand and diversify the company's product
portfolio and create a growth platform towards becoming a leader in
providing innovative treatments to healthcare institutions. The
transaction was unanimously approved by both the AcelRx and
Tetraphase Boards of Directors and is expected to close in the
second quarter of 2020, subject to customary closing
conditions. Tetraphase's four largest shareholders, including
Armistice Capital, have signed voting agreements in favor of the
transaction.
AcelRx and Tetraphase have also entered into a co-promotion
agreement to commercialize XERAVA™ for the treatment of complicated
intra-abdominal infections (cIAI) and DSUVIA® for the management of
acute pain in medically supervised settings. The co-promotion
agreement will take effect immediately and enable the AcelRx and
Tetraphase teams to benefit from the promotion of multiple
products, leverage each company's customer relationships, and
create efficiencies amongst commercial teams prior to the closing
of the merger. The combined sales team covering 35 territories will
reach in excess of 70% of each company's originally targeted
hospitals, illustrating the revenue and expense synergy
potential of the transaction.
"We are excited to have reached agreement with Tetraphase, a
company with a well-established US salesforce and a high-growth
hospital product that complements AcelRx's commercial strategy,"
said Vince Angotti, Chief Executive
Officer of AcelRx. "This transaction highlights our focus on
efficiently commercializing DSUVIA with a salesforce promoting
multiple products and is the first step in our plan to create a
growth platform to further consolidate hospital-focused
pharmaceutical companies and products. We look forward to
integrating XERAVA™ and the existing Tetraphase commercial
infrastructure with our own as we strengthen our position on
promoting innovative products to healthcare institutions."
"This transaction marks an exciting time for both companies, and
we are thrilled to collaborate with AcelRx, a partner whose
strategic goals complement our own," said Larry Edwards, President and Chief Executive
Officer of Tetraphase. "We continue to believe that XERAVA is a key
addition to the hospital anti-infective armamentarium, and together
with AcelRx we will be able to more effectively deliver a diverse
portfolio of new patient treatments to healthcare
institutions."
Under the terms of the merger agreement, each share of
Tetraphase common stock will be converted into the right to receive
0.6303 shares of AcelRx common stock, subject to adjustment in
certain circumstances, and a CVR that could provide up to an
additional aggregate $12.5 million to
Tetraphase stockholders upon the achievement of net sales of
XERAVA™ of $20 million, $35 million and $55
million within the applicable timeframes, and as soon as
year-end 2021. AcelRx shareholders will own approximately 85.4% of
the combined company and Tetraphase shareholders will own
approximately 14.6% on a pro forma, fully diluted basis, giving
effect to all dilutive securities at the time of announcement, and
excluding any settlement of the CVR through issuance of AcelRx
common stock.
Closing of the transaction – expected in the second quarter of
2020 – is subject to Tetraphase having a defined cash level at
closing and receipt of approval of its shareholders, 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 healthcare institutions. 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. The Tetraphase pipeline also
includes TP-271 IV and Oral, and TP-6076 IV only, which are Phase 2
ready, and TP-2846, which is in preclinical testing for acute
myeloid leukemia.
For additional information about Tetraphase, please visit
www.tphase.com.
Forward-Looking Statements
This press release contains
forward-looking statements, including, but not limited to,
statements related to anticipated changes in the business
environment in which AcelRx operates, future prospects or results,
strategy, intentions, plans, hopes, beliefs, anticipations,
expectations or predictions of the future, or the ability and
timing of consummation of the transactions and the potential
benefits of the transactions. These statements may be
identified by the use of forward-looking terminology such as
"believes," "expects," "anticipates," "may," "will," "should,"
"seeks," "approximately," "intends," "plans," "estimates," or the
negative of these words or other comparable terminology. These
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected, anticipated or implied by such statements, including the
risk that we may not be able to close the acquisition of Tetraphase
or achieve the expected benefits and cost synergies from the
transactions. In addition, such risks and uncertainties
may include, but are not limited to, those described in AcelRx's
annual, quarterly and current reports (i.e., Form 10-K, Form 10-Q
and Form 8-K) as filed or furnished with the Securities and
Exchange Commission (SEC). You are cautioned not to place undue
reliance on any such forward-looking statements, which speak only
as of the date such statements were first made. AcelRx's SEC
reports are available at www.acelrx.com under the "Investors" tab.
Except to the extent required by law, AcelRx undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof, or to reflect the occurrence of unanticipated
events.
Additional Information and Where to Find It
In
connection with the proposed transaction between AcelRx and
Tetraphase, AcelRx will file with the SEC a registration statement
on Form S-4 that will include a document constituting a prospectus
of AcelRx and will also contain a proxy statement of
Tetraphase. AcelRx and Tetraphase also plan to file other
relevant documents with the SEC regarding the proposed
transactions. After the registration statement on Form S-4 is
declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to the stockholders of
Tetraphase. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
registration statement on Form S-4 and the proxy
statement/prospectus (when available) and other relevant documents
filed or that will be filed by AcelRx or Tetraphase with the SEC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by AcelRx will be
available free of charge within the Investors section of AcelRx's
website at http://ir.acelrx.com. Copies of the documents filed with
the SEC by Tetraphase will be available free of charge within the
Investors section of Tetraphase's website at
https://ir.tphase.com/investor-relations.
Participants in the Solicitation
Each of AcelRx and
Tetraphase 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 AcelRx's directors and executive
officers is included in the definitive proxy statement for its 2019
annual meeting of stockholders, which was filed with the SEC on
May 14, 2019. Information about
Tetraphase's directors and executive officers is included in
Tetraphase's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, which was filed
with the SEC on March 12, 2020. Other
information regarding the participants in the solicitation of
proxies in connection with the proposed transaction and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when they become
available. When available, investors may obtain free copies of
these documents from AcelRx or Tetraphase as indicated above.
No Offer or Solicitation
This communication is being
made in respect of the proposed transaction involving AcelRx and
Tetraphase. 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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SOURCE AcelRx Pharmaceuticals, Inc.