This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the
offer by Toronto Transaction Corp., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Melinta Therapeutics, Inc., a Delaware corporation (“Melinta”), to purchase all outstanding shares of common stock, $0.001 par
value per share (“Shares”), of Tetraphase Pharmaceuticals, Inc., a Delaware corporation (“Tetraphase”), at a price of $1.79 per Share, net to the holder in cash, without interest, plus one
non-transferable contractual contingent value right (“CVR”) per Share, which represents the right to receive one or more payments in cash, currently estimated to be up to $1.48 per CVR, assuming the
anticipated maximum number of CVRs are issued and contingent upon the achievement of certain specified milestones, calculated as described in the Offer to Purchase dated June 12, 2020 (together with any amendments or supplements thereto, the
“Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively. Melinta is controlled by Deerfield Private Design Fund III, L.P., a Delaware limited partnership (“DP III”), and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership
(“DP IV” and, together with DP III, the “Deerfield Funds”), which are managed by Deerfield Management Company, L.P., a Delaware series limited partnership (Series C) (“Deerfield Management” and, together with the
Deerfield Funds, “Deerfield”). This Schedule TO is being filed on behalf of Melinta and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase. A copy of the
Agreement and Plan of Merger, dated as of June 4, 2020, among Tetraphase, Melinta and Purchaser is attached as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
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ITEM 1.
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SUMMARY TERM SHEET.
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The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
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ITEM 2.
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SUBJECT COMPANY INFORMATION.
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(a) The subject company and the issuer of the securities subject to the Offer is Tetraphase Pharmaceuticals, Inc. Its principal executive
office is located at 480 Arsenal Way, Watertown, Massachusetts 02472, and its telephone number is (617) 715-3600.
(b) This Schedule TO relates to Shares. According to Tetraphase, as of the close of business on June 2, 2020, there were 7,263,236 Shares
issued and outstanding.
(c) The information concerning the principal market, if any, in which the Shares are traded and certain high and
low sales prices for the Shares in the principal market in which the Shares are traded set forth in Section 6 - “Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.
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ITEM 3.
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IDENTITY AND BACKGROUND OF FILING PERSON.
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(a) - (c) The filing companies of this Schedule TO are (i) Melinta, (ii) Deerfield, and (iii) Purchaser. Each of
Purchaser’s and Melinta’s principal executive office is located at 44 Whippany Rd, Suite 280, Morristown, New Jersey 07960. Melinta’s telephone number is (844) 633-6568. Purchaser’s
telephone number is (908) 617-1304. Deerfield’s principal executive office is located at 780 Third Avenue, New York, NY 10017. Deerfield’s telephone number is (212)
551-1600. The information regarding Purchaser, Melinta and Deerfield set forth in Section 9 - “Certain Information Concerning Melinta, Purchaser and Deerfield” and Schedule A of the
Offer to Purchase is incorporated herein by reference.
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ITEM 4.
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TERMS OF THE TRANSACTION.
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The information set forth in the Offer to Purchase is incorporated herein by reference.
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