The subsection entitled “Background of the Offer and the Merger” is hereby amended and
supplemented by inserting the following disclosure at the end of such subsection:
“Later in the day on June 22, 2020, Melinta’s legal
advisors notified WilmerHale that their client had reviewed the Determination Notice sent by the Company notifying Melinta that the Tetraphase Board had determined that the La Jolla Proposal was a Superior Offer, and that Melinta was willing to
willing to waive its four business day “match rights” under the Melinta merger agreement to permit Tetraphase to, prior to the expiration of the otherwise applicable four business day “match period,” terminate the Melinta merger
agreement, make a Company Adverse Change in Recommendation and pay to Melinta the required termination fee of $1,150,000 under the Melinta merger agreement. After receiving such correspondence, Tetraphase’s financial advisors at Janney
Montgomery Scott LLC spoke with representatives of Deerfield and Melinta, and such representatives from Deerfield and Melinta confirmed that Melinta did not intend to propose any revisions to the terms of the Melinta merger agreement or make any
other proposals such that the La Jolla Proposal would no longer constitute a Superior Offer.
Also on June 22, 2020, Tetraphase management provided
an update to the Tetraphase Board of Melinta’s response and proposal to waive its “match rights.” Representatives of Janney and WilmerHale discussed Melinta’s proposal to waive its “match rights” under the Melinta
merger agreement with La Jolla and La Jolla’s legal advisors, respectively, and agreed to work towards executing definitive documents regarding the La Jolla Proposal prior to the opening of United States securities markets for trading on
June 24, 2020. During the course of June 22, 2020 and June 23, 2020, WilmerHale and counsel to Melinta finalized the terms of a letter agreement reflecting Melinta’s waiver of its “match rights” under the Melinta merger
agreement, and Melinta delivered to Tetraphase a final, binding copy of such letter agreement, subject only to confirmation of release of Tetraphase’s signatures. During the course of June 22, 2020 and June 23, 2020, members of
Tetraphase management contacted each of the holders of outstanding Tetraphase warrants containing Black-Scholes Put Provisions to finalize documentation regarding the treatment of their warrants in respect of the transactions contemplated by the La
Jolla Proposal.
In the evening of June 23, 2020, the Tetraphase Board met telephonically to discuss the contemplated transactions, including its
prior determination that the La Jolla Proposal constituted a Superior Offer, Melinta’s determination not to propose any revisions to the terms of the Melinta merger agreement or make any other proposals such that the La Jolla Proposal would no
longer constitute a Superior Offer, that all holders of warrants with Black-Scholes Put Provisions had agreed to execute support agreements or exchange agreements, as the case may be, and that La Jolla had delivered final, binding copies of the
transaction documents, subject only to approval of the Tetraphase Board and release of Tetraphase’s signatures. Members of the Tetraphase management team, representatives of WilmerHale and Janney also participated in this meeting. Janney
delivered to the Tetraphase Board an oral opinion, which was later confirmed in writing, stating that the Offer Price to be received in the offer and the merger under the La Jolla Proposal was fair, from a financial point of view, to the common
stockholders of Tetraphase. The Tetraphase Board unanimously determined, among other things, to withdraw its recommendation of the Offer and the Merger, approve the termination of the Melinta merger agreement and approve the merger agreement with La
Jolla (the “La Jolla Merger Agreement”). Following this board meeting, Tetraphase confirmed to Melinta that its signatures to the letter agreement confirming Melinta’s waiver of its “match rights” were released. Early in the
morning on June 24, 2020, Tetraphase executed the La Jolla Merger Agreement and related documentation and, substantially concurrently, paid to Melinta the termination fee of $1,150,000 required under the Melinta merger agreement.
On June 24, 2020, the Company issued a press release announcing the execution of the La Jolla Merger Agreement and the termination of the Melinta merger
agreement. A copy of the press release issued on June 24, 2020 is attached hereto as Exhibit (a)(5)(C).
Later in the day on June 24, 2020,
Parent and Purchaser filed a final amendment to the Schedule TO terminating the Offer in connection with the termination of the Melinta merger agreement. None of the Shares were purchased in the Offer and as a result of such termination, all of the
Shares previously tendered will be promptly returned to the holders thereof, and no consideration will be paid to holders who have tendered their Shares in connection with the Offer.”
Item 9. Material to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding to the list of Exhibits immediately
following the Exhibit listed as Exhibit (a)(5)(C) the Exhibit as follows: