Tetraphase Pharmaceuticals, Inc. (NASDAQ: TTPH)
According to the Complaint, Tetraphase Pharmaceuticals, Inc. is a biopharmaceutical company that uses its proprietary chemistry technology to create novel tetracyclines for serious and life-threatening conditions, including infections caused by many of the multidrug-resistant bacteria highlighted as urgent public health threats by the World Health Organization and the Centers for Disease Control and Prevention.
This action stems from a proposed transaction announced on June 4, 2020, pursuant to which Tetraphase Pharmaceuticals, Inc. will be acquired by Melinta Therapeutics, Inc.
On June 4, 2020, Tetraphase’s Board of Directors caused the Company to enter into an agreement and plan of merger with Melinta. Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer to purchase all of Tetraphase’s outstanding common stock for $1.79 per share in cash and one contingent value right (“CVR”). The Tender Offer is set to expire on July 11, 2020.
On June 12, 2020, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. Specifically, the Complaint alleges that with respect to the Company’s financial projections, the Solicitation Statement fails to disclose, for each set of projections: (i) all line items used to calculate (a) EBIT and (b) Unlevered Free Cash Flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics.