Item 8.01. Other Events.
On June 19, 2020, Tetraphase Pharmaceuticals, Inc. (Tetraphase) received an unsolicited proposal from La Jolla Pharmaceutical Company
(La Jolla) to acquire Tetraphase for $43.0 million in cash, plus an additional $16.0 million in cash potentially payable under contingent value rights to be issued in the transaction (the La Jolla Proposal). Under
the La Jolla Proposal, the upfront cash consideration would be paid as follows: (i) $2.00 per share of Tetraphase common stock (including common stock underlying restricted stock units, performance-based stock units and pre-funded warrants), (ii) $2.68 per share of Tetraphase common stock underlying the common stock warrants issued by Tetraphase in November 2019, and (iii) $2.69 per share of Tetraphase common stock underlying the
common stock warrants issued by Tetraphase in January 2020.
Tetraphase previously announced that it had entered into a merger agreement, dated as of
June 4, 2020 (the Melinta Merger Agreement), with Melinta Therapeutics, Inc. (Melinta) and Toronto Transaction Corp., a wholly-owned subsidiary of Melinta (Purchaser), pursuant to which Melinta would acquire
Tetraphase through a cash tender offer by Purchaser for all of Tetraphases outstanding shares of common stock for (1) $1.79 per share of common stock, and (2) one contingent value right per share representing the right to receive certain
consideration based on the achievement of net sales milestones in an aggregate amount of up to $16.0 million (the Offer).
On
June 20, 2020, the board of directors of Tetraphase (the Tetraphase Board) determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that the La Jolla Proposal could reasonably
be expected to lead to a Superior Offer as defined in the Melinta Merger Agreement, and that the failure to (1) furnish, pursuant to an acceptable confidentiality agreement, information (including
non-public information) to La Jolla, and (2) engage in or otherwise participate in discussions or negotiations with La Jolla in respect of the La Jolla Proposal could reasonably be expected to be
inconsistent with the fiduciary duties of the Tetraphase Board to Tetraphases stockholders under applicable legal requirements. Accordingly, in accordance with the Melinta Merger Agreement, the Tetraphase Board determined to consider the La
Jolla Proposal, to enter into discussions and/or negotiations with respect to the La Jolla Proposal and, subject to an acceptable confidentiality agreement, to furnish non-public information to La Jolla.
On June 21, 2020, the Tetraphase Board determined in good faith, after consultation with its independent financial advisors and outside legal counsel,
that the La Jolla Proposal to acquire Tetraphase is a Superior Offer under the terms of the Melinta Merger Agreement. In connection with this determination and in accordance with the terms of the Melinta Merger Agreement, Tetraphase has
given notice to Melinta of such determination and of its intention to consider changing its recommendation of the Offer and the Melinta Merger Agreement or terminating the Melinta Merger Agreement unless Melinta proposes revisions to the terms of
the Melinta Merger Agreement or makes another proposal on or prior to Friday, June 26, 2020 that, if accepted, would result in the La Jolla Proposal ceasing to be a Superior Offer.
A copy of the press release announcing these developments is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
There can be no assurances that any definitive agreement or transaction will result from the La Jolla Proposal or Tetraphases discussions with La Jolla.
At this time, the Tetraphase Board (1) continues to recommend the Offer under the Melinta Merger Agreement to its stockholders, (2) is not modifying or withdrawing its recommendation with respect to the Offer under the Melinta Merger
Agreement, or proposing to do so, and (3) is not making any recommendation with respect to the La Jolla Proposal.
Janney Montgomery Scott LLC is
acting as financial advisor to Tetraphase and Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal advisor.
Additional Information and Where
to Find it
The tender offer by a subsidiary of Melinta for the outstanding shares of Tetraphase referenced in this Current Report on Form 8-K commenced on June 12, 2020. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to
sell any securities, nor is it a substitute for the