UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant To Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ |
Preliminary proxy statement |
| ¨ |
Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ |
Definitive proxy statement |
| x |
Definitive additional materials |
| ¨ |
Soliciting material pursuant to § 240.14a-12 |
OptiNose, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x |
No fee required. |
| ¨ |
Fee paid previously with preliminary materials. |
| ¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
On April 15, 2025, OptiNose, Inc.,
a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a definitive
proxy statement on Schedule 14A (the “Definitive Proxy Statement”) with respect to the special meeting of the Company’s
stockholders scheduled to be held on May16, 2025 (the “Special Meeting”), at which the Company’s stockholders will be
asked to, among other things, vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 19, 2025, by and among
the Company, Paratek Pharmaceuticals, Inc., a Delaware corporation (“Paratek”), and Orca Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Paratek (“Merger Sub”), pursuant to which Merger Sub will merge with and into
the Company, with the Company surviving the merger as a wholly owned subsidiary of Paratek (the “merger”).
Since the initial filing of
the Definitive Proxy Statement, two complaints have been filed in state court in New York by purported Company stockholders against the
Company and the members of the Company’s board of directors (the “Board”) in connection with the merger: Thompson
v. OptiNose, Inc., et al., Index No. 652528/2025 (N.Y. Sup. Ct., filed April 23, 2025); and Smith v. OptiNose, Inc.,
et at., Index No. 652552/2025 (N.Y. Sup. Ct., filed April 24, 2025) (together, the “Stockholder Litigation”).
The Stockholder Litigation alleges misrepresentation claims under New York common law relating to the Definitive Proxy Statement. The
plaintiffs in the Stockholder Litigation seek various remedies, including an order (i) enjoining the defendants from proceeding with
the proposed merger until such time that the defendants disclose certain allegedly material information that was allegedly omitted from
the Definitive Proxy Statement, (ii) rescinding the proposed merger in the event the merger is consummated or awarding actual and
putative damages to the plaintiffs in the event that it is consummated, (iii) awarding the plaintiffs fees and expenses in connection
with the Litigation Matters, including reasonable attorneys’ and experts’ fees and expenses and (iv) granting such other
and further relief as the court may deem just and proper.
Additionally, the Company
has received certain demand letters (collectively, the “Demand Letters”, and together with the Stockholder Litigation, the
“Litigation Matters”) from purported stockholders of the Company generally alleging that the Definitive Proxy Statement contains
material misstatements and omissions in violation of Section 14(a), Section 20(a) and Rule 14a-9 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Demand Letters demand that OptiNose issue corrective disclosures
in an amendment to the Proxy Statement prior to the OptiNose shareholder vote. If additional demand letters are received or additional
complaints are filed, absent new or different allegations that are material, the Company may choose not to announce such additional letters
or filings.
The Company believes that
the allegations in the Litigation Matters are without merit and that no further disclosures are required to supplement the Definitive
Proxy Statement under applicable laws. However, in order to avoid the risk of the Litigation Matters delaying or adversely affecting the
merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the
Company has determined to voluntarily make the following supplemental disclosures to the Definitive Proxy Statement, as described in Definitive
Additional Materials. Nothing in these Definitive Additional Materials shall be deemed an admission of the legal necessity or materiality
under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in
the Litigation Matters and that any additional disclosure was or is required.
These supplemental disclosures
will not change the consideration to be paid to stockholders of the Company in connection with the merger or the timing of the Special
Meeting, which is scheduled to be held on May 16, 2025, at 9:00 a.m., Eastern time, at the offices of the Company at 777 Township
Line Road, Suite 300, Yardley, Pennsylvania 19067. The Board continues to unanimously recommend that you vote “FOR”
each of the proposals to be voted on at the Special Meeting, as described in the Definitive Proxy Statement.
Supplemental Disclosures and Updates to
the Definitive Proxy Statement
The following disclosures
in these Definitive Additional Materials supplement the disclosures contained in the Definitive Proxy Statement and should be read in
conjunction with the disclosures contained in the Definitive Proxy Statement, which in turn should be read in its entirety. All page references
are to the Definitive Proxy Statement, and terms used below, unless otherwise defined, shall have the meanings ascribed to such terms
in the Definitive Proxy Statement. For clarity, new text within restated disclosures from the Definitive Proxy Statement is highlighted
with bold, underlined text and removed language within restated language from the Definitive Proxy Statement is indicted
by strikethrough text.
The section of the Definitive Proxy Statement
entitled “Summary—Litigation Relating to the Merger” is amended and supplemented as follows:
1. The
following supplemental disclosure replaces in its entirety the fifth full paragraph beginning on page 11 of the Definitive Proxy
Statement:
Two
complaints have been filed in state court in New York by purported Company stockholders against the Company and the members of the Board
in connection with the merger: Thompson v. OptiNose, Inc., et al., Index No. 652528/2025 (N.Y. Sup. Ct., filed April 23,
2025); and Smith v. OptiNose, Inc., et at., Index No. 652552/2025 (N.Y. Sup. Ct., filed April 24, 2025) (together,
the “Stockholder Litigation”). The Stockholder Litigation alleges misrepresentation claims under New York common law relating
to the definitive proxy statement filed by the Company on April 15, 2025 (which we refer to as the “Definitive Proxy Statement”).
The plaintiffs in the Stockholder Litigation seek various remedies, including an order (i) enjoining the defendants from proceeding
with the proposed merger until such time that the defendants disclose certain allegedly material information that was allegedly omitted
from the Definitive Proxy Statement, (ii) rescinding the proposed merger in the event the merger is consummated or awarding actual
and putative damages to the plaintiffs in the event that it is consummated, (iii) awarding the plaintiffs fees and expenses in connection
with the Litigation Matters, including reasonable attorneys’ and experts’ fees and expenses and (iv) granting such other
and further relief as the court may deem just and proper.
Additionally,
between April 7, 2025 and April 14 May 5, 2025, the Company received two
thirteen demand letters (which we refer to collectively as the “Demand Letters”,
and together with the Stockholder Litigation, the “Litigation Matters”) from purported stockholders of the Company
generally alleging that the Definitive Proxy Statement contains alleged misstatements and omissions in violation of
Section 14(a), Section 20(a) and Rule 14a-9 of the Exchange Act disclosure deficiencies in the preliminary
proxy statement filed by the Company on April 3, 2025. The demand letters demand that the Company and the Board issue certain
corrective or supplemental disclosures.
The Company believes that
the disclosures set forth in the preliminary Definitive Proxy Statement comply with applicable law and
that the allegations asserted in the demand letters Litigation Matters are without merit.
The section of the Definitive Proxy Statement
entitled “The Merger—Background of the Merger” is amended and supplemented as follows:
2. The
following supplemental disclosure replaces in its entirety the first full paragraph beginning on page 42 of the Definitive Proxy
Statement:
Beginning on February 14,
2024, over the following days Evercore contacted 39 potential counterparties, including Company A. In total, management presentations
(including presentations conducted on a non-confidential basis) were delivered to 9 of the parties contacted in the process who
expressed interest in receiving information regarding the Company and 4 of the parties expressed interest in considering a potential
transaction involving the Company and executed confidentiality agreements. Each of the confidentiality agreements contained terms regarding
the maintenance of confidential information provided by or on behalf of the Company, but none of the confidentiality agreements contained
any “don’t ask, don’t waive” standstill provisions.
The section of the Definitive Proxy Statement
entitled “The Merger—Certain Unaudited Financial Forecasts” is amended and supplemented as follows:
3. The
following supplemental disclosure replaces in its entirety the section entitled “November 2024 Financial Forecasts” beginning
on page 66 of the Definitive Proxy Statement:
November 2024 Financial Forecasts
The Company provided the November 2024
financial forecasts to Paratek at Paratek’s request in late November 2024. Paratek was not provided with an update to the November 2024
financial forecasts prior to the execution of the merger agreement. The November 2024 financial forecasts did not include unlevered
free cash flow for the Company for the periods presented because the November 2024 financial forecasts were not based on the assumption
that an acquiror of the Company would be incurring debt in connection with a potential transaction. The following table presents
a summary of the November 2024 financial forecasts.
| |
|
(unaudited)
Fiscal Year ending December 31, |
|
| ($ in millions) |
|
2025E |
|
2026E |
|
2027E |
|
2028E |
|
2029E |
|
2030E |
|
2031E |
|
2032E |
|
2033E |
|
2034E |
|
2035E |
|
2036E |
|
| Net Revenue |
|
|
94 |
|
|
123 |
|
|
161 |
|
|
213 |
|
|
268 |
|
|
288 |
|
|
305 |
|
|
318 |
|
|
322 |
|
|
322 |
|
|
322 |
|
|
322 |
|
| Costs of Goods Sold |
|
|
(11 |
) |
|
(13 |
) |
|
(17 |
) |
|
(23 |
) |
|
(30 |
) |
|
(34 |
) |
|
(38 |
) |
|
(41 |
) |
|
(43 |
) |
|
(45 |
) |
|
(45 |
) |
|
(45 |
) |
| Gross Profit |
|
|
83 |
|
|
110 |
|
|
144 |
|
|
190 |
|
|
238 |
|
|
254 |
|
|
267 |
|
|
277 |
|
|
279 |
|
|
277 |
|
|
277 |
|
|
277 |
|
| Product Expenses(1) |
|
|
57 |
|
|
32 |
|
|
71 |
|
|
84 |
|
|
99 |
|
|
112 |
|
|
121 |
|
|
129 |
|
|
138 |
|
|
145 |
|
|
149 |
|
|
152 |
|
| (1) | “Product Expenses” consist of sales, marketing and other expenses directly supporting commercialization
of XHANCE and do not include most general and administrative expenses since the Company’s general and administrative cost structure
would not be relevant to potential acquirors. |
4. The
following supplemental disclosure replaces in its entirety the table at the top of page 67 of the Definitive Proxy Statement:
| |
|
(unaudited)
Fiscal Year ending December 31, |
|
| ($ in millions) |
|
2025E |
|
2026E |
|
2027E |
|
2028E |
|
2029E |
|
2030E |
|
2031E |
|
2032E |
|
2033E |
|
2034E |
|
| Net Revenue |
|
|
94 |
|
|
126 |
|
|
164 |
|
|
215 |
|
|
269 |
|
|
292 |
|
|
303 |
|
|
312 |
|
|
317 |
|
|
316 |
|
| Cost of Goods Sold |
|
|
(11 |
) |
|
(13 |
) |
|
(17 |
) |
|
(23 |
) |
|
(30 |
) |
|
(34 |
) |
|
(38 |
) |
|
(41 |
) |
|
(43 |
) |
|
(46 |
) |
| Gross Profit |
|
|
84 |
|
|
113 |
|
|
147 |
|
|
192 |
|
|
239 |
|
|
257 |
|
|
266 |
|
|
272 |
|
|
273 |
|
|
271 |
|
| Research and Development |
|
|
(11 |
) |
|
(9 |
) |
|
(9 |
) |
|
(9 |
) |
|
(10 |
) |
|
(10 |
) |
|
(11 |
) |
|
(11 |
) |
|
(12 |
) |
|
(13 |
) |
| Commercial |
|
|
(67 |
) |
|
(74 |
) |
|
(84 |
) |
|
(97 |
) |
|
(113 |
) |
|
(126 |
) |
|
(136 |
) |
|
(145 |
) |
|
(155 |
) |
|
(165 |
) |
| General and Administrative |
|
|
(19 |
) |
|
(19 |
) |
|
(20 |
) |
|
(21 |
) |
|
(21 |
) |
|
(23 |
) |
|
(24 |
) |
|
(25 |
) |
|
(26 |
) |
|
(27 |
) |
| Stock Based Compensation |
|
|
(5 |
) |
|
(5 |
) |
|
(4 |
) |
|
(2 |
) |
|
(2 |
) |
|
(2 |
) |
|
(3 |
) |
|
(3 |
) |
|
(3 |
) |
|
(3 |
) |
| EBIT(1) |
|
|
(17 |
) |
|
5 |
|
|
30 |
|
|
62 |
|
|
92 |
|
|
96 |
|
|
93 |
|
|
87 |
|
|
78 |
|
|
63 |
|
| Interest |
|
|
(18 |
) |
|
(12 |
) |
|
(11 |
) |
|
(11 |
) |
|
(8 |
) |
|
(2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Pre-Tax Income/(Loss) |
|
|
(35 |
) |
|
(7 |
) |
|
19 |
|
|
51 |
|
|
85 |
|
|
94 |
|
|
93 |
|
|
87 |
|
|
78 |
|
|
63 |
|
| Taxes |
|
|
— |
|
|
— |
|
|
— |
|
|
(2 |
) |
|
(4 |
) |
|
(4 |
) |
|
(8 |
) |
|
(9 |
) |
|
(19 |
) |
|
(17 |
) |
| Net Income |
|
|
(35 |
) |
|
(7 |
) |
|
19 |
|
|
50 |
|
|
81 |
|
|
90 |
|
|
84 |
|
|
78 |
|
|
59 |
|
|
46 |
|
| (1) | “EBIT” is defined as earnings before interest expense and taxes. EBIT is a non-GAAP financial
measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or of cash
flows or as a measure of liquidity. |
5. The
following supplemental disclosure replaces in its entirety the table following the first full paragraph on page 67 of the Definitive
Proxy Statement:
| | |
(unaudited)
Fiscal Year ending December 31, | |
| ($ in millions) | |
2025E | |
2026E | |
2027E | |
2028E | |
2029E | |
2030E | |
2031E | |
2032E | |
2033E | |
2034E | |
| EBIT(1) | |
| (17 | ) |
| 5 | |
| 30 | |
| 62 | |
| 92 | |
| 96 | |
| 93 | |
| 87 | |
| 78 | |
| 63 | |
| Taxes | |
| — | |
| (1 | ) |
| (8 | ) |
| (17 | ) |
| (25 | ) |
| (26 | ) |
| (25 | ) |
| (24 | ) |
| (21 | ) |
| (17 | ) |
| Depreciation
and Amortization | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| Capital
Expenditures | |
| — | |
| — | |
| (2 | ) |
| (2 | ) |
| (1 | ) |
| — | |
| — | |
| — | |
| — | |
| — | |
| Change
in Net Working Capital | |
| 2 | |
| (6 | ) |
| (11 | ) |
| (2 | ) |
| 5 | |
| 2 | |
| 8 | |
| 8 | |
| 7 | |
| (1 | ) |
| Unlevered
Free Cash Flow(1) | |
| (15 | ) |
| (2 | ) |
| 9 | |
| 42 | |
| 72 | |
| 72 | |
| 76 | |
| 71 | |
| 64 | |
| 45 | |
| (1) | “Unlevered Free Cash Flow” is defined as EBIT adjusted for adjusted for taxes, plus depreciation
and amortization, less changes in working capital and less capital expenditures. Unlevered Free Cash Flow is a non-GAAP financial measure
and should not be considered as an alternative to net cash from (used in) operating activities. |
The section of the Definitive Proxy Statement
entitled “The Merger—Opinion of Evercore” is amended and supplemented as follows:
6. The
following supplemental disclosure replaces in its entirety the first full paragraph beginning on page 70 of the Definitive Proxy
Statement:
For purposes of its financial
analyses summarized below, Evercore estimated the value of the merger consideration as $11.07, calculated as (i) the cash consideration
of $9.00 per share of Company common stock, plus (ii) an estimate of the present value of the CVR payment amount per share of Company
common stock. Evercore estimated the present value of the CVR payment amount per share of Company common stock as $2.07, assuming payment
of the Milestone 1 payment on December 31, 2027 and payment of the Milestone 2 payment on December 31, 2029, as reflected in
the March 2025 financial forecasts, and discounting such cash payments to present value, as of May 30, 2025, using a discount
rate of 24.0%, representing an estimate of the Company’s cost of equity, as estimated by Evercore based on its professional judgment
and experience based on the application of the capital asset pricing model and end-of-year discounting convention.
7. The
following supplemental disclosure replaces in its entirety the second full paragraph beginning on page 70 of the Definitive Proxy
Statement:
Evercore performed a discounted
cash flow analysis of the Company to calculate ranges of implied present values of the per share equity value of the Company utilizing
estimates of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate over the period from June 1,
2025 through December 31, 2034 based on the March 2025 financial forecasts. Evercore calculated terminal values for the Company
by applying a range of perpetuity growth rates of negative 20% to negative 40%, which range was selected based on Company management guidance
and Evercore’s professional judgment and experience, to an estimate of the unlevered, after-tax free cash flows of approximately
$45 million that the Company was forecasted to generate in the terminal year based on the March 2025 financial forecasts.
8. The
following supplemental disclosure replaces in its entirety the third full paragraph beginning on page 70 of the Definitive Proxy
Statement:
The
cash flows, terminal values and the Company’s net operating loss carryforward as reflected in the March 2025 financial forecasts,
in each case were then discounted to present value as of May 30, 2025 using discount rates ranging from 16.0% to 20.0%, representing
an estimate of the Company’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience,
and based on the application of the capital asset pricing model and the Company’s pre-tax cost of debt to derive
implied enterprise value reference ranges for the Company. Based on these ranges of implied enterprise values, the Company’s estimated
net debt of approximately $24 million as of May 30, 2025 (reflecting net proceeds from an illustrative refinancing
of Company existing debt), and the number of fully diluted outstanding shares of Company common stock of approximately 24.833 million
as of May 30, 2025 (reflecting shares issued in connection with an illustrative refinancing of Company existing debt), in each case
as provided by the Company’s management, this analysis indicated ranges of implied equity values per share of Company Common Stock
of $6.96 – $9.14, compared to the closing price of Company Common Stock of $5.88 on March 17, 2025, the cash
consideration of $9.00, and the merger consideration of $11.07 (calculated as described above).
9. The
following supplemental disclosure replaces in its entirety the section entitled “Selected Publicly Traded Companies Analysis”
beginning on page 70 of the Definitive Proxy Statement:
Evercore reviewed and compared
certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded
companies listed in the table below in the specialty pharmaceuticals industry:.
| • | Aquestive Therapeutics, Inc. |
| • | ARS Pharmaceuticals, Inc. |
| • | Aurinia Pharmaceuticals Inc. |
| • | Heron Therapeutics, Inc. |
| • | Ocular Therapeutix, Inc. |
| • | Pacira Biosciences, Inc. |
| • | Supernus Pharmaceuticals, Inc. |
| • | XERIS Biopharma Holdings, Inc. |
For each of the selected companies,
Evercore calculated enterprise value (defined as equity market capitalization plus total debt plus non-controlling interests, less cash
and cash equivalents) as a multiple of estimated calendar years 2025 and 2026 revenue (which is referred to as “TEV / 2025E Revenue”
and “TEV / 2026E Revenue”, respectively).
This analysis indicated the
following:
| Benchmark |
|
Median |
| TEV / 2025E Revenue |
|
4.2x |
| TEV / 2026E Revenue |
|
3.5x |
| Company | |
Enterprise
Value | | |
TEV
/ 2025E Revenue | | |
TEV/
2026E Revenue | |
| Aquestive
Therapeutics, Inc. | |
$ | 297 | | |
| 6.0 | x | |
| 4.3 | x |
| ARS Pharmaceuticals, Inc. | |
$ | 880 | | |
| 7.8 | x | |
| 4.3 | x |
| Aurinia Pharmaceuticals
Inc. | |
$ | 964 | | |
| 3.7 | x | |
| 3.0 | x |
| Heron Therapeutics, Inc. | |
$ | 484 | | |
| 3.1 | x | |
| 2.7 | x |
| MannKind Corporation | |
$ | 1,975 | | |
| 6.2 | x | |
| 5.5 | x |
| Ocular Therapeutix, Inc. | |
$ | 1,076 | | |
| 15.1 | x | |
| 13.4 | x |
| Pacira Biosciences, Inc. | |
$ | 1,263 | | |
| 1.7 | x | |
| 1.5 | x |
| Supernus Pharmaceuticals, Inc. | |
$ | 1,402 | | |
| 2.2 | x | |
| 2.1 | x |
| XERIS Biopharma Holdings, Inc. | |
$ | 1,113 | | |
| 4.2 | x | |
| 3.5 | x |
| Median | |
| — | | |
| 4.2 | x | |
| 3.5 | x |
Based
on the multiples it derived for the selected companies and its professional judgment and experience, Evercore applied: (i) a TEV
/ 2025E Revenue multiple reference range of 2.0x to 5.0x to an estimate of the Company’s calendar year 2025 revenue, as reflected
in the Forecasts, and (ii) a TEV / 2026E Revenue multiple reference range of 1.5x to 4.5x to an estimate of the Company’s calendar
year 2026 revenue, as reflected in the Forecasts, to derive implied enterprise value reference ranges for the Company. Based on
these ranges of implied enterprise values, the Company’s estimated net debt of approximately $24 million as of May 30,
2025 (reflecting net proceeds from an illustrative refinancing of Company existing debt), and the number of fully diluted outstanding
shares of Company common stock of approximately 24.833 million as of May 30, 2025 (reflecting shares issued in connection
with an illustrative refinancing of Company existing debt), in each case as provided by the Company’s management, this analysis
indicated a range of implied equity values per share of Company common stock as set forth in the table below, compared to the closing
price of Company common stock of $5.88 on March 17, 2025, the cash consideration of $9.00, and the merger consideration of $11.07
(calculated as described above).
| Multiple Reference Range | |
Implied Equity Values per
Share of Company Common
Stock |
| TEV / 2025E Revenue: 2.0x to 5.0x | |
$8.19 – $18.99 |
| TEV / 2026E Revenue: 1.5x to 4.5x | |
$8.20 – $22.59 |
Although none of these companies
is directly comparable to the Company, Evercore selected these companies because they are publicly traded companies in the specialty pharmaceuticals
industry with business characteristics that Evercore, in its professional judgment and experience, considered generally relevant for purposes
of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business,
economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’
financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical.
Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the
selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median,
is not in itself a meaningful method of using the data of the selected companies.
10. The
following supplemental disclosure replaces in its entirety the section entitled “Selected Precedent Transactions Analysis”
beginning on page 71 of the Definitive Proxy Statement:
Evercore
reviewed, to the extent publicly available, financial information related to the following selected transactions listed
in the table below involving target companies in the specialty pharmaceuticals industry.
The selected transactions
reviewed by Evercore, and the date each was announced were as follows:
| Date Announced |
|
Acquirer |
|
Target |
| 6/24/2024 |
|
Ani Pharmaceuticals, Inc. |
|
Alimera Sciences, Inc. |
| 4/24/2024 |
|
Amphastar Pharmaceuticals, Inc. |
|
Eli Lilly and Company/ BAQSIMI |
| 6/6/2023 |
|
Gurnet Point Capital LLC |
|
Paratek |
| 11/14/2022 |
|
Indivior Plc |
|
Opiant Pharmaceuticals, Inc. |
| 2/14/2022 |
|
Collegium Pharmaceutical, Inc. |
|
BioDelivery Sciences International, Inc. |
| 10/11/2021 |
|
Supernus Pharmaceuticals, Inc. |
|
Adamas Pharmaceuticals, Inc. |
| 10/11/2021 |
|
Pacira BioSciences, Inc. |
|
Flexion Therapeutics, Inc. |
For
each selected transaction, Evercore calculated total enterprise value (defined as equity market capitalization based on transaction
value excluding CVR payments, plus total debt plus non-controlling interests, less cash and cash equivalents) as a multiple of last-twelve-months
revenue for the target company at the time of the announcement of the applicable transaction (which is referred to as “TEV / LTM
Revenue”). Estimated financial data of the selected transactions were based on publicly available information at the time of announcement
of the relevant transaction. This analysis indicated a median TEV / LTM Revenue multiple of 4.1x.
Date
Announced | |
Acquirer | |
Target | |
Trans. Value
(ex. CVRs) | | |
TEV / LTM
Revenue (ex.
CVR
consideration) |
| 6/24/2024 | |
ANI Pharmaceuticals, Inc. | |
Alimera Sciences, Inc. | |
$ | 355 | | |
3.9x |
| 6/6/2023 | |
Gurnet Point Capital LLC | |
Paratek | |
$ | 509 | | |
3.1x |
4/24/2024
4/24/2023 | |
Amphastar
Pharmaceuticals, Inc. | |
Eli Lilly and Company/BAQSIMI | |
$ | 625 | | |
4.5x |
| 11/14/2022 | |
Indivior Plc | |
Opiant Pharmaceuticals, Inc. | |
$ | 91 | | |
4.1x |
| 2/14/2022 | |
Collegium Pharmaceutical, Inc. | |
BioDelivery Sciences International, Inc. | |
$ | 551 | | |
3.3x |
| 10/11/2021 | |
Supernus Pharmaceuticals, Inc. | |
Adamas Pharmaceuticals, Inc. | |
$ | 423 | | |
5.1x |
| 10/11/2021 | |
Pacira BioSciences, Inc. | |
Flexion Therapeutics, Inc. | |
$ | 562 | | |
5.5x |
Based
on the multiples it derived from the selected transactions and its professional judgment and experience, Evercore applied a TEV / LTM
Revenue multiple reference range of 3.0x to 5.0x to the Company’s revenue in 2024, as reflected in the Forecasts, to derive
an implied enterprise value reference range for the Company. Based on these ranges of implied enterprise values, the Company’s estimated
net debt of approximately $24 million as of May 30, 2025 (reflecting net proceeds from an illustrative refinancing
of Company existing debt), and the number of fully diluted outstanding shares of Company common stock of approximately 24.833 million
as of May 30, 2025 (reflecting shares issued in connection with an illustrative refinancing of Company existing debt), in each case
as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock
of $10.01 to $15.98, compared to the closing price of Company common stock of $5.88 on March 17, 2025, the cash consideration of
$9.00, and the merger consideration of $11.07 (calculated as described above).
Although
none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the Company
and none of the selected transactions is directly comparable to the merger, Evercore selected these transactions because they involve
companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant for purposes of its
financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business,
economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences
in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected
transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves
complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses
in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the
mean or median, is not in itself a meaningful method of using the data of the selected transactions.
11. The
following supplemental disclosure replaces in its entirety the first full paragraph beginning on page 73 of the Definitive Proxy
Statement:
Evercore reviewed selected
publicly available share price targets of four research analysts’ estimates known to Evercore as of March 17,
2025, noting that low and high share price targets for Company common stock ranged from $17.00 to $18.00, compared to the closing price
of Company common stock of $5.88 on March 17, 2025, the cash consideration of $9.00, and the merger consideration of $11.07 (calculated
as described above). Public market trading price targets published by equity research analysts do not necessarily reflect current market
trading prices for the shares of Company common stock and these target prices and the analysts’ earnings estimates on which they
were based are subject to risk and uncertainties, including factors affecting the financial performance of the Company and future general
industry and market conditions.
12. The
following supplemental disclosure replaces in its entirety the second full paragraph beginning on page 73 of the Definitive Proxy
Statement:
Using publicly available information,
Evercore reviewed certain six selected acquisition transactions involving publicly traded companies in
the specialty pharmaceuticals industry. Using publicly available information, Evercore calculated the premium paid in each transaction
as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the unaffected
prices per share of the target companies prior to announcement of each transaction. Based on the results of this analysis and its professional
judgment and experience, Evercore applied a premium range of 50.0% to 100.0% to the closing price of Company common stock of $5.88 on
March 17, 2025. This analysis indicated a range of implied equity values per share of Company common stock of $8.82 to $11.76, compared
to the closing price of Company common stock of $5.88 on March 17, 2025, the cash consideration of $9.00, and the merger consideration
of $11.07 (calculated as described above).
The section of the Definitive Proxy Statement
entitled “The Merger—Litigation Relating to the Merger” is amended and supplemented as follows:
13. The
following supplemental disclosure replaces in its entirety the last paragraph beginning on page 91 of the Definitive Proxy Statement:
Two
complaints have been filed in state court in New York by purported Company stockholders against the Company and the members of the Board
in connection with the merger: Thompson v. OptiNose, Inc., et al., Index No. 652528/2025 (N.Y. Sup. Ct., filed April 23,
2025); and Smith v. OptiNose, Inc., et at., Index No. 652552/2025 (N.Y. Sup. Ct., filed April 24, 2025). The
Stockholder Litigation alleges misrepresentation claims under New York common law relating to the Definitive Proxy Statement. The plaintiffs
in the Stockholder Litigation seek various remedies, including an order (i) enjoining the defendants from proceeding with the proposed
merger until such time that the defendants disclose certain allegedly material information that was allegedly omitted from the Definitive
Proxy Statement, (ii) rescinding the proposed merger in the event the merger is consummated or awarding actual and putative damages
to the plaintiffs in the event that it is consummated, (iii) awarding the plaintiffs fees and expenses in connection with the Litigation
Matters, including reasonable attorneys’ and experts’ fees and expenses and (iv) granting such other and further relief
as the court may deem just and proper.
Additionally,
between April 7, 2025 and April 14 May 5, 2025, the Company received two
thirteen Demand Letters from purported stockholders of the Company generally alleging that
the Definitive Proxy Statement contains alleged misstatements and omissions in violation of Section 14(a), Section 20(a) and
Rule 14a-9 of the Exchange Act disclosure deficiencies in the preliminary proxy statement filed by the Company on
April 3, 2025. The demand letters demand that the Company and the Board issue certain corrective or supplemental disclosures.
The Company believes that
the disclosures set forth in the preliminary Definitive Proxy Statement comply with applicable law and
that the allegations asserted in the demand letters Litigation Matters are without merit.
* * * * *
Forward-Looking Statements
This communication, and any
documents to which the Company refers in this communication, contain not only historical information, but also forward-looking statements
made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often
include the words “forecast,” “expect,” “believe,” “will,” “intend,” “plan,”
and words of similar substance. Such forward-looking statements include the expected completion and timing of the proposed transaction
and other information relating to the proposed transaction. Such forward-looking statements are subject to risks and uncertainties that
could cause actual results or performance to differ materially from those expressed in or contemplated by the forward-looking statements,
including the following: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of the Company’s common stock; (ii) risks related to the satisfaction
of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe
or at all, including uncertainties as whether the stockholders of the Company will approve the acquisition; (iii) the occurrence
of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (iv) risks relating
to the achievement of the milestones necessary for the payment of any contingent value rights; (v) disruption from the pending Merger
making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent
sales representatives, agents or agencies; (vi) risk related to the pending Merger diverting the Company management’s attention
from the ongoing business operations of its business; (vii) negative effects of the announcement of the Merger or the consummation
of the Merger on the market price of the Company’s common stock and on the Company’s operating results; (viii) significant
transaction costs; (ix) unknown liabilities; (x) the risk of litigation, including shareholder litigation, and/or regulatory
actions, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities, related to
the Merger; and (xi) other risks described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
The list of factors that may
affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Readers are
cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the
date hereof. The Company undertakes no obligation to update any of these forward-looking statements as the result of new information or
to reflect events or circumstances after the date of this communication or to reflect actual outcomes, expect as required by law, and
expressly disclaims any obligation to revise or update any forward-looking statement to reflect future events or circumstances.
Additional Information about the Proposed Transaction and Where
to Find It
In connection with the proposed
transaction, on April 15, 2025, the Company filed a definitive proxy statement, and has filed and may file other materials relating
to the proposed transaction with the SEC. Beginning on April 16, 2025, the Company mailed the definitive proxy statement to its stockholders.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement and other related
documents that the Company files with the SEC at the SEC’s website at www.sec.gov, and on the Company’s website at www.optinose.com
and clicking on the “Investors” link and then clicking on the “SEC Filings” link. In addition, the proxy statement
and other documents may be obtained free of charge by directing a request to OptiNose, Inc., Corporate Secretary, 777 Township Line
Road, Suite 300, Yardley, PA 19067, telephone: (267) 364-3500.
Participants in the Solicitation
The Company and its directors
and executive officers may be deemed participants in the solicitation of proxies from the stockholders of the Company in connection with
the proposed transaction. Information regarding the Company’s directors and executive officers can be found in Amendment No. 1
to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the SEC on April 30,
2025. Additional information regarding the interests of the Company’s directors and executive officers in the proposed transaction
is included in the proxy statement described above. These documents are available free of charge at the SEC’s website at www.sec.gov
and the Company’s website at www.optinose.com.
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