Transcept Pharmaceuticals, Inc. Completes Merger with Novacea, Inc.
February 02 2009 - 7:30AM
PR Newswire (US)
Commences Trading on NASDAQ under New Ticker 'TSPT' SOUTH SAN
FRANCISCO, Calif. and PT. RICHMOND, Calif., Feb. 2
/PRNewswire-FirstCall/ -- Transcept Pharmaceuticals, Inc.
(NASDAQ:TSPT) today announced the completion of its merger with
Novacea, Inc. Upon the closing of the merger transaction, Novacea
changed its name to "Transcept Pharmaceuticals, Inc." and its
NASDAQ ticker symbol to "TSPT." Transcept is expected to begin
trading today on the NASDAQ Global Market under the new symbol. The
merger creates a late-stage, publicly traded specialty
pharmaceutical company focused on the development and
commercialization of proprietary products that address important
therapeutic needs in the fields of psychiatry and sleep medicine.
Glenn A. Oclassen, President and Chief Executive Officer of
Transcept, stated, "The combined company resources that result from
this merger are expected to enable us to carry out our plans to
successfully commercialize our lead product candidate,
Intermezzo(R), which, if approved, is positioned to be the first
commercially available sleep aid specifically for use in the middle
of the night when patients awaken and have difficulty returning to
sleep. The Intermezzo(R) New Drug Application was filed with the
FDA on September 30, 2008 and the Agency has provided a July 30,
2009 PDUFA date." At the special meeting of Novacea stockholders
held on January 27, 2009, shareholders approved all of the
merger-related proposals, including: (i) the issuance of shares of
Novacea common stock and resulting change in control of Novacea
such that Transcept stockholders own approximately 60% of Novacea
common stock on a fully-diluted basis, (ii) effecting a
one-for-five reverse stock split of Novacea common stock, and (iii)
changing the name "Novacea, Inc." to "Transcept Pharmaceuticals,
Inc." After the merger and reverse stock split, the total number of
shares outstanding will be approximately 13.1 million shares. For
the year ended December 31, 2008, Transcept currently estimates a
net loss between $19 and $22 million. Transcept also estimates that
the pro forma combined cash, cash equivalents and marketable
securities of Transcept and Novacea at December 31, 2008 were
approximately $96 million. Shortly after the close, Transcept
expects to pay off its outstanding obligations to Hercules
Technology Growth Capital in the approximate amount of $2.8
million, and to also pay financial advisory fees of approximately
$2.5 million. Transcept plans to begin the practice of quarterly
conference calls when it reports year-end 2008 financial results.
In addition, Glenn A. Oclassen, President & Chief Executive
Officer, is scheduled to present during the BIO CEO Conference in
New York City on Monday, February 9, 2009 at 9:30 AM Eastern Time.
Management and Organization The newly merged company is led by
Glenn A. Oclassen, President and Chief Executive Officer, and the
current Transcept management team. G. Kirk Raab is Chairman of the
new Transcept ten-member board of directors, which includes three
former Novacea directors, Camille Samuels, Fred Ruegsegger, and
John Walker. In addition, Jake Nunn will join the board as a new
director. Other board members are Mr. Oclassen, Chris Ehrlich,
Thomas Kiley, Kathleen LaPorte, and Daniel K. Turner III. About
Transcept Pharmaceuticals Transcept Pharmaceuticals is a specialty
pharmaceutical company focused on the development and
commercialization of proprietary products that address important
therapeutic needs in the fields of psychiatry and sleep medicine.
The lead Transcept product candidate, Intermezzo(R), is a
sublingual low dose formulation of zolpidem that has been developed
for use as-needed for the treatment of insomnia when a middle of
the night awakening is followed by difficulty returning to sleep.
Intermezzo(R) Phase 3 clinical trials have been completed and, on
September 30, 2008, Transcept submitted a New Drug Application
(NDA) for Intermezzo(R) to the U.S. Food and Drug Administration
(FDA) which was accepted for filing on December 15, 2008. The FDA
has assigned a PDUFA date of July 30, 2009 to the Intermezzo(R)
NDA. For further information, please visit the company's website
at: http://www.transcept.com/. Safe Harbor This press release
contains forward-looking statements for purposes of the Private
Securities Litigation Reform Act of 1995 (the "Act"). Transcept
disclaims any intent or obligation to update these forward-looking
statements, and claims the protection of the Safe Harbor for
forward-looking statements contained in the Act. Examples of such
statements include, but are not limited to, the expected timing of
potential U.S. Food and Drug Administration (FDA) approval of
Intermezzo(R); and the expected timing of commercialization and
launch of Intermezzo(R); the estimated net loss of Transcept at
December 31, 2008; the pro forma cash, cash equivalents and
marketable securities balance of the combined entity as of December
31, 2008; the ability of Transcept to commercialize Intermezzo(R)
utilizing the resources of the combined company; expected payments
to lenders; expected merger transaction costs; future presentations
of management, including planned quarterly conference calls; and
the expected benefits of Transcept product candidates. Such
statements are based on management's current expectations, but
actual results may differ materially due to various risks and
uncertainties, including, but not limited to positive results in
clinical trials may not be sufficient to obtain FDA approval;
physician or patient reluctance to use Intermezzo(R), if approved;
potential alternative therapies; maintaining adequate patent or
trade secret protection without violating the intellectual property
rights of others; and other difficulties or delays in, or
unexpected expenses incurred in connection with, obtaining
regulatory approval, market acceptance and commercialization of
Intermezzo(R). Intermezzo(R) is a registered trademark of Transcept
Pharmaceuticals, Inc. Contacts: Transcept Pharmaceuticals, Inc.
Michael Gill Director of Communications (510) 215-3575 The Ruth
Group (on behalf of Transcept) Investors Stephanie Carrington /
Sara Ephraim (646) 536-7017 / 7002 Media Jason Rando (646) 536-7025
DATASOURCE: Transcept Pharmaceuticals, Inc. CONTACT: Michael Gill,
Director of Communications of Transcept Pharmaceuticals, Inc.,
+1-510-215-3575, ; or investors, Stephanie Carrington,
+1-646-536-7017, , or Sara Ephraim, +1-646-536-7002, , or media,
Jason Rando, +1-646-536-7025, , all of The Ruth Group for Transcept
Web site: http://www.transcept.com/
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