Transcept Sets Special Stockholders Meeting
COMPANY CONTINUES TO EXPLORE STRATEGIC ALTERNATIVES
POINT RICHMOND, Calif., Oct. 7, 2013
POINT RICHMOND, Calif., Oct. 7, 2013 /PRNewswire/ -- Transcept
Pharmaceuticals, Inc. (NASDAQ: TSPT) announced today that it will hold a
special meeting of stockholders on December 19, 2013. The meeting arises from
a request from a stockholder group that includes: Roumell Asset Management,
LLC, Retrophin, Inc. and SC Fundamental Value Fund, L.P. (the "stockholder
group"). This stockholder group is seeking to remove four of the seven
current members of the Transcept Board of Directors and to vote on a
non-binding resolution calling on the Board to eliminate the Tax Benefit
Preservation Plan that the Transcept Board unanimously adopted on September
13, 2013 to protect the value of Transcept's cumulative net operating loss
carry forwards ("NOLs"). As previously disclosed, the NOLs may have
meaningful value to all Transcept stockholders in the future, either to
shelter future income or in connection with a strategic transaction.
The Company believes that the special meeting request is deficient in a number
of respects. However, rather than forcing the stockholder group to revise the
request, the Board will call the special meeting to allow all stockholders to
make a fully informed decision on these matters. The Transcept Board has
established a November 5, 2013 record date for stockholders entitled to vote
at the special meeting. The Company will file proxy materials with the
Securities and Exchange Commission for the special meeting for stockholders to
review prior to voting.
In contrast to the Board's ongoing exploration of strategic alternatives and
other initiatives to create value for all stockholders, the Company believes
that the objective of this stockholder group is to seize control of Transcept
without paying full and fair value to all stockholders.
G. Kirk Raab, Chairman of the Board, stated, "We welcome open communications
and constructive dialogue with all our stockholders. We value their
suggestions and input on a wide array of issues including strategies to
enhance stockholder value. The Transcept Board of Directors is committed to
taking all appropriate actions that it believes will enable us to achieve this
objective in the best interests of all of our stockholders. We continue to
remain open to evaluating all bona fide proposals from credible parties."
Glenn A. Oclassen, President and Chief Executive Officer, stated, "The
Transcept Board of Directors is composed of seven highly qualified directors,
six of whom are independent and all of whom are experienced professionals and
proven leaders in the healthcare industry with extensive pharmaceutical and
biotechnology experience at the highest levels of public and private
companies. The Transcept Board of Directors holds or controls stock
representing approximately 14.4%* of the outstanding shares of the Company,
and accordingly, the financial interests of our directors are directly aligned
with those of our stockholders." Transcept Director biographies can be found
on the "About Us" section of the Transcept web site: http://www.transcept.com
The goal of the Transcept Board and management team is to focus on building
stockholder value by following a number of key initiatives including:
oExploring a range of strategic alternatives to enhance stockholder value
with Leerink Swann LLC, the company's financial and strategic advisor,
including but not limited to a possible sale, business combination,
partnership or return of capital.
oContinuing to work with Purdue Pharma, LP, the Company's U.S. marketing
partner for INTERMEZZO^®, to develop and implement strategies to maximize
the value of INTERMEZZO.
oMaking measured and appropriate investments in the development of TO-2070,
a new product candidate conceived by Transcept that utilizes a delivery
system licensed from Shin Nippon Biomedical Laboratories, and which the
Company believes offers a new and potentially improved approach to the
treatment of acute migraine. The Company's objective for the TO-2070
program is to complete a key human pharmacokinetic study with this product
candidate during the second half of 2014. The Company believes that this
study, if successful, as suggested by the results of recently completed
animal studies, would increase the value of the TO-2070 asset.
Transcept has engaged Leerink Swann LLC as its financial and strategic
advisor. Latham & Watkins LLP is acting as the Transcept legal advisor.
MacKenzie Partners has been retained to advise Transcept and to act as its
About Transcept, Inc.
Transcept Pharmaceuticals, Inc.is a specialty pharmaceutical company focused
on the development and commercialization of proprietary products to address
important therapeutic needs in the field of neuroscience. The company's lead
development candidate is TO-2070, a novel, rapidly absorbed treatment for
acute migraine incorporating dihydroergotamine (DHE) as the active drug.
Preclinical data suggest that TO-2070 may offer significant migraine treatment
benefits beyond those provided by less convenient and more invasive DHE drug
delivery methods, such as injection, liquid nasal sprays or pulmonary
In addition to advancing TO-2070, Transcept is continuing to evaluate
opportunities to supplement its development pipeline with new programs
appropriate to its area of expertise. The company's management team developed
INTERMEZZO^®from concept to its approval by theFDAin 2011.Purdueholds
commercialization and development rights for INTERMEZZO in the United
States.For further information about Transcept, please visit
www.transcept.com. For information about INTERMEZZO, please
This release may be deemed to be solicitation material in respect of the
solicitation of proxies from stockholders in connection with the Company's
special meeting of stockholders. The Company, its directors and certain of its
executive officers and employees may be deemed to be participants in such
solicitation. The Company will file a proxy statement, including a WHITE proxy
card, with the Securities and Exchange Commission (the "SEC") in connection
with such special meeting. The proxy statement, the Company's WHITE proxy card
any other relevant documents and other material filed with the SEC concerning
the Company will be, when filed, available free of charge at www.sec.govand
ir.transcept.com. Stockholders are urged to read the proxy statement, the
accompanying WHITE proxy card and any other relevant documents filed when they
become available because they will contain important information.
Information Regarding Participants
The Company, its directors and certain of its executive officers and employees
may be deemed to be participants in the solicitation of proxies from
stockholders in connection with the Company's special meeting of stockholders.
Information concerning these participants is available in the Company's proxy
statement for the 2013 annual meeting of stockholders filed with the SEC on
April 12, 2013, and in subsequent SEC filings on Forms 3 and 4. Stockholders
are advised to read the Company's proxy statement for the 2013 annual meeting
of stockholders and other relevant documents, because they contain important
information, including information with respect to such participants. You can
obtain free copies of these referenced documents as described above.
Forward Looking Statements
This press release contains forward-looking statements that involve
substantial risks and uncertainties. All statements, other than statements of
historical facts, included in this press release are forward-looking
statements. Examples of such statements include, but are not limited to,
statements relating to Transcept prospects, Transcept's special meeting of the
stockholders to be held December 19, 2013 and Transcept's proxy materials to
be filed with the SEC in connection with such special meeting, the future
value of the Transcept net operating loss carry forwards, Transcept's ongoing
exploration of strategic alternatives and other initiatives, Transcept's plans
and beliefs regarding INTERMEZZO and TO-2070, Transcept's beliefs regarding
the intentions of the stockholder group requesting the special meeting of
stockholders, and the ability of Transcept to evaluate and in-license new
development programs appropriate to its area of expertise. Various important
factors could cause actual results or events to differ materially from the
forward-looking statements that Transcept makes, including the risks described
in the "Risk Factors" section of Transcept periodic reports filed with the
SEC. Forward-looking statements do not reflect the potential impact of any
future in-licensing, collaborations, acquisitions, mergers, dispositions,
joint ventures, or investments Transcept may enter into or make. Transcept
does not assume any obligation to update any forward-looking statements,
except as required by law.
* Includes shares held by New Enterprise Associates.
Transcept Pharmaceuticals, Inc.
Vice President, Chief Financial Officer
MacKenzie Partners, Inc.
SOURCE Transcept Pharmaceuticals, Inc.
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