Transcept Pharmaceuticals Announces that Glass Lewis & Co. Recommends
"AGAINST" All Proposals Subject to a Vote at the December 19, 2013 Special
Meeting of Stockholders
POINT RICHMOND, Calif., Dec. 13, 2013
POINTRICHMOND, Calif., Dec.13, 2013 /PRNewswire/ -- Transcept
Pharmaceuticals, Inc.(Nasdaq: TSPT) today announced that Glass Lewis & Co.
("Glass Lewis"), an independent proxy voting and corporate governance advisory
firm, has recommended that stockholders vote "AGAINST" all proposals
introduced by a group of stockholders consisting of Roumell Asset Management,
Retrophin, Inc. and SC Fundamental (the "stockholder group"). This
recommendation follows the Transcept announcement on December 11, 2013 that
ISS Proxy Advisory Services also recommended that stockholders vote "AGAINST"
all proposals introduced by the stockholder group, and a unanimous
recommendation by the Transcept Board of Directors to vote "AGAINST" all
As previously announced, Transcept intends to hold a special meeting of
stockholders (the "special meeting") on December19, 2013, at8:00 a.m., local
time, at the offices of Latham&Watkins LLPlocated at140 Scott Drive, Menlo
Park, California94025, to vote on two proposals from the stockholder group.
1.To request that the Board of Directors (the "Board") take all actions
necessary to eliminate the Tax Benefit Preservation Plan (the "Plan"),
dated as of September13, 2013, by and between Transcept and American
Stock Transfer& Trust Company, LLC.
In its recommendation to vote "AGAINST" this proposal, Glass Lewis noted
that the features of the Plan are reasonable and that the stockholder
group has not provided a compelling argument against the Plan.
2.To remove, without cause, as directors of Transcept each ofChristopher B.
Ehrlich,Glenn A. Oclassen,Jake R. Nunn,G. Kirk Raaband each person, if
any, nominated, appointed or elected by the Board after October2, 2013
and prior to the special meeting to become a member of the Board at any
future time or upon any event.
In its recommendation to vote "AGAINST" this proposal, Glass Lewis further
noted that the Transcept Board has taken reasonable and credible steps to
evaluate strategic alternatives with the assistance of a financial
advisor, and has announced a firm and reasonable deadline to arrange a
transaction or commence liquidation by the end of the first quarter of
The only purpose of the special meeting is to consider the proposals that are
described above and that are more fully addressed in the Transcept definitive
proxy statement filed with theSEConDecember 9, 2013.
"Consistent with the Glass Lewis and ISS Proxy Advisory Services
recommendations, we urge stockholders to vote "AGAINST" both of the proposals
put forth in the upcoming special meeting of stockholders," statedGlenn A.
Oclassen, President and Chief Executive Officer. "The Transcept Board and
management team have clearly articulated a strategy that we believe will
maximize the return for our stockholders. Key elements of this plan include a
reduction of our monthly burn rate and working withLeerink Swann, our
financial and strategic advisor, as we actively seek a merger partner. We
intend to continue this effort into the first quarter of 2014, while remaining
open to all opportunities to enhance stockholder value. We are evaluating a
range of alternatives, some of which may result in a transaction with a
partial distribution of cash to stockholders concurrent with the transaction.
If we cannot identify a transaction that we reasonably believe will enhance
stockholder value by the end of the first quarter 2014, we intend to proceed
with a liquidation of the Company."
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
The Transcept 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 visitwww.transcept.com.For information about Intermezzo,
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 regarding our strategy,
future operations, future financial position, future revenue, projected
expenses, prospects, plans and objectives of management are forward-looking
statements. Examples of such statements include, but are not limited to,
statements relating to the following: the reduction in our monthly burn rate;
our pursuit of strategic initiatives to increase stockholder value, including
the nature, timing and effect of such strategic initiatives; and our
expectations regarding the special meeting of stockholders. Transcept may not
actually achieve the plans, carry out the intentions or meet the expectations
or projections disclosed in our forward-looking statements and you should not
place undue reliance on these forward-looking statements. Actual results or
events could differ materially from the plans, intentions, expectations and
projections disclosed in the forward-looking statements. Various important
factors could cause actual results or events to differ materially from the
forward-looking statements that Transcept makes, including the following: our
ability to identify and reach an agreement with a potential merger partner;
achieving acceptance of Intermezzo by physicians, patients and third party
payors; our dependence on our collaboration withPurdue; our ability to
develop TO-2070; obtaining, maintaining and protecting regulatory exclusivity
and intellectual property protection for Intermezzo and TO-2070; and the
ability of Transcept to obtain additional funding, if needed, to support its
business activities.These and other risks are described in greater detail 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.
Transcept Pharmaceuticals, Inc.
Vice President, Chief Financial Officer
MacKenzie Partners, Inc.
Executive Vice President
SOURCE Transcept Pharmaceuticals, Inc.
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