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So What happen LOL!
Company Overview of Ocera Therapeutics, Inc HIT THE LINKS!http://investing.businessweek.com/research/stocks/private/relationship.asp?personId=114817688&privcapId=25522639&previousCapId=25522639&previousTitle=Ocera%20Therapeutics,%20Inc.
Can you give us your personal view and not be taken as any kind of recommendation on the merger that might take place with tzym It will be well appreciated!
Item 1.01 Entry into a Material Definitive Agreement.
On April 23, 2013, Tranzyme, Inc., a Delaware corporation ("Tranzyme" or the "Company") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Ocera Therapeutics, Inc., a Delaware corporation ("Ocera"), a privately held biopharmaceutical company developing novel therapeutics for liver diseases, and Terrapin Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Tranzyme (the "Merger Subsidiary").
Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the Tranzyme stockholders, upon the consummation of the merger, the Merger Subsidiary will be merged with and into Ocera (the "Merger"), with Ocera surviving the Merger as a wholly-owned subsidiary of Tranzyme. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
At the effective time of the Merger, all outstanding shares of Ocera's common stock (including shares of Ocera common stock to be issued on conversion of the convertible notes and preferred stock that Ocera has outstanding) would be converted into and exchanged for shares of Tranzyme's common stock, par value $0.00001 per share ("Common Stock"), and each outstanding Ocera option and warrant would become options and warrants to purchase Tranzyme's Common Stock.
Under the exchange ratio formula in the Merger Agreement, as of immediately after the Merger but before the Financing (as defined and described below), the former Ocera stockholders are expected to own approximately 72.6% of Tranzyme's Common Stock and the former Tranzyme stockholders are expected to own approximately 27.4% of Tranzyme's Common Stock. The final number of shares will be subject to adjustments at the closing of the Merger based on each company's cash levels and other matters at closing.
Following the Merger, Dr. Vipin K. Garg, Tranzyme's President and Chief Executive Officer, will depart the Company to pursue other interests and the Company's chief executive officer will be Linda Grais, M.D., the current President and Chief Executive Officer of Ocera. The corporate headquarters will be located in San Diego, California. Clinical and regulatory operations will be led by Franck S. Rousseau, M.D., Chief Medical Officer of Tranzyme, in the existing office in Research Triangle Park, North Carolina. The board of directors will be comprised of representatives from both the existing Ocera and Tranzyme companies, including Drs. Grais and Rousseau.
The Merger Agreement contains customary representations, warranties and covenants made by Tranzyme and Ocera, including covenants relating to obtaining the requisite approvals of the stockholders of Tranzyme and Ocera, indemnification of directors and officers, and Tranzyme's and Ocera's conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the Merger.
The issuance of Common Stock in the Merger and in the Financing described below, amendments of the Tranzyme charter related to the reverse stock split described below and other
transactions contemplated by the Merger Agreement are subject to approval by Tranzyme's stockholders. The Merger is subject to other customary closing conditions, including, among other things, the accuracy of the representations and warranties, subject to an overall material adverse effect qualification, compliance by the parties with their respective covenants, no existence of any law or order preventing the Merger and related transactions and Tranzyme and Ocera receiving opinions from their respective legal advisors to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute a tax-free reorganization.
The Merger Agreement contains certain termination rights for both Tranzyme and Ocera, and provides for the payment of a termination fee of $500,000 by each of Tranzyme and Ocera to the other party upon termination of the Merger Agreement under specified circumstances.
Voting Agreements
Concurrently with the execution of the Merger Agreement, certain Tranzyme stockholders, owning in the aggregate approximately 11.1% of Tranzyme's outstanding common stock, and certain Ocera stockholders, owning in the aggregate approximately 32.5% of Ocera's outstanding capital stock, entered into voting agreements with Tranzyme and Ocera. The voting agreements provide, among other things, that the parties to the voting agreements will vote the shares of Tranzyme and Ocera held by them in favor of the transactions contemplated by the Merger Agreement, and grants a proxy to vote such shares in favor of the transactions. In addition, the voting agreements place restrictions on the transfer of the shares of Tranzyme and Ocera shares held by the respective signatory stockholders.
Ocera's stockholders adopted the Merger Agreement on April 23, 2013.
Reverse Stock Split
The Merger Agreement contemplates that Tranzyme will seek approval from its stockholders to effect a reverse stock split intended to increase its trading price to above the minimum requirements of NASDAQ for allowing the company to remain listed following the transaction. Whether Tranzyme will remain listed following the transaction depends on whether Tranzyme will satisfy all of the applicable NASDAQ requirements for listing.
Financing . . .
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Merger, Tranzyme will issue shares of its Common Stock. The number of shares to be issued, the nature of the transaction and the nature and amount of consideration received by Tranzyme are described in Item 1.01 of this Form 8-K, which is incorporated by reference into this Item 3.02.
In addition, pursuant to the Financing Agreement, at the closing of the transactions contemplated thereby, Tranzyme will issue shares of its common stock at a price per share equal to the volume weighted average closing price for Tranzyme's Common Stock for the 10 trading days ending the day prior to the closing of the Merger. The aggregate offering price will be $19,995,499.90, and the total number of shares to be issued will be $19,995,499.90 divided by the purchase price per share. There will be no underwriting discounts or commissions paid in connection with the Financing.
The shares to be issued by Tranzyme in the Merger and in the Financing will be issued in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), because the offer and sale of such securities does not involve a "public offering" as defined in
Section 4(2) of the Securities Act, and other applicable requirements were met.
Item 5.01 Changes in Control of Registrant.
The Merger and the Financing, taken together, would constitute a change in control of Tranzyme. The Merger and the Financing are described in Item 1.01 of this Form 8-K, which is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Merger Agreement provides that at and immediately after the effective time of the Merger, the officers of Tranzyme shall include Linda Grais and Dana S. McGowan. Accordingly, upon completion of the Merger, Dr. Vipin K. Garg, Tranzyme's President and Chief Executive Officer, and Rhonda L. Stanley, Tranzyme's Principal Financial and Accounting Officer, will depart the Company. Following the departure of Dr. Garg and Ms. Stanley, Dr. Linda Grais, the current President and Chief Executive Officer of Ocera, will assume the role of Tranzyme's Chief Executive Officer and the duties of Principal Financial and Accounting Officer will be performed by Dana S. McGowan, the current Chief Financial Officer and Secretary of Ocera.
Linda S. Grais, M.D., age 56, has served as a member of the Board of Directors of Ocera since January 2008 and as President and Chief Executive Officer of Ocera since June 2012. Prior to her employment by Ocera, Dr. Grais served as a Managing Member at InterWest Partners, a venture capital firm from May 2005 until February 2011. From July 1998 to July 2003, Dr. Grais was a founder and Executive Vice President of SGX Pharmaceuticals Inc., a drug discovery company focusing on new treatments for cancer. Prior to that, she was a corporate attorney at Wilson Sonsini Goodrich & Rosati, where she practiced in such areas as venture financings, public offerings and strategic partnerships. Before practicing law, Dr. Grais worked as an assistant clinical professor of Internal Medicine and Critical Care at the University of California, San Francisco. Dr. Grais received a B.A. from Yale University, magna cum laude, and Phi Beta Kappa, an M.D. from Yale Medical School and a J.D. from Stanford Law School. Dr. Grais currently serves on the Board of Directors of Arca Biopharma, Inc.
Dana S. McGowan, age 54, has served as the Chief Financial Officer and Secretary of Ocera since September 2005 and September 2006, respectively. Prior to her employment with Ocera, Ms. McGowan was V.P. Finance and Administration and Chief Financial Officer for MedVantx, a healthcare technology company, from 2001 to 2004. She held similar roles at Kinzan, Inc. ("Kinzan"), an internet company, and DepoTech Corporation ("DepoTech"), a public drug delivery company. She has also held various financial positions with Cytel Corporation ("Cytel"), a public biotechnology company, and at SAIC, a public Fortune 500 technical services company. Her experience at Kinzan, DepoTech and Cytel included initial
public offerings and secondary offerings. She has been responsible for venture and debt financing, mergers and acquisitions, financial strategy, planning and operations. She received her B.S. in Business Administration from San Diego State University and is a certified public accountant.
Important Information and Where to Find It
Tranzyme and Ocera and certain of their directors and executive officers may become participants in the solicitation of proxies from Tranzyme stockholders in connection with the proposed transactions. Additional information regarding persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of the Tranzyme stockholders in connection with the proposed merger, and who have interests, whether as security holders, directors or employees of Tranzyme or Ocera or otherwise, which may be different from those of Tranzyme stockholders generally, can be found in the Form 8-K filed by Tranzyme on April 24, 2013, and will otherwise be provided in the proxy statement and other materials to be filed with the SEC.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities . A definitive proxy statement and a proxy card will be filed with the SEC and will be mailed to Tranzyme's stockholders seeking any required stockholder approvals in connection with the proposed transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TRANZYME MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders may obtain, free of charge, copies of the definitive proxy statement and any other documents filed by Tranzyme with the SEC in connection with the proposed transactions at the SEC's website (http://www.sec.gov), at Tranzyme's website (http://ir.tranzyme.com), or by writing to the Secretary, Tranzyme, Inc. at 5001 South Miami Boulevard, Suite 300, Durham, North Carolina 27703.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 (1) Agreement and Plan of Merger and Reorganization, dated as of
April 23, 2013, by and among Tranzyme, Inc., Terrapin
Acquisition, Inc. and Ocera Therapeutics, Inc.
10.1 Securities Purchase Agreement, dated as of April 23, 2013, by and
among Tranzyme, Inc. and certain shareholders of Ocera
Therapeutics, Inc. named therein.
10.2 Registration Rights Agreement, dated as of April 23, 2013, by and
among Tranzyme, Inc. and certain shareholders of Ocera
Therapeutics, Inc. named therein.
Do what?
Good answer hopefully will make some money here I noticed you don't post a lot you should be more active here we always need more intelligent posters.
Why are you not seeing TZym investors benefiting from this Transaction? I believe this is a very good opportunity for tzym investors A PIPE with 2 promising drug candidates, a great drug discovery platform (MATCH--we're not 100% sure what they will be doing with Match and front loaded with cash.Ocera's pipeline? It's main drug is scheduled to enter phase 2b sometime in 2013, and is an externally sponsored phase 2a study with data to be released in 2014, along with another already developed drug (directly taken from a press release). The fact remains that is highly beneficial for both companies.
SOME GOOD DD FROM
travisp206
Just some DD notes I've compiled on Ocera
OCERA THERAPEUTICS INC was Formerly: Renovia Inc
Founded by Pharma Entreprenuer: Laurent Fischer
04/05/12 Offered 3mil in securities for private funding. Sold 1.5mil of it.
02/13/08 Offered 35mil in Series C securities. Sold 31mil
06/22/06 Offered 8.6mil in Series B securities. Sold 8.6mil.
09/12/05 Offered 14.5mil in Series A securities. Sold 14.5mil. (Looks like intitial startup funding)
Main investors in Ocera are:
Thomas, McNerney & Partners
Domain Associates, LLC
Sofinnova Venture Partners VILP
Reed Smith LLP
InerWest Partners IX, LP
Agechem Venture Fund LP
Montagu Newhall Associates Global Partnets III LP
Noticable names:
Eckard Weber - basically every company he's chaired has been sold to the "big boys".
Runs Domain Associates, LLC. They bring pharma's to the market with an impressive track record.
Side notes:
SDNT Inc. does Ocera web hosting. Initial searching shows this company as "boiler room" company. This may require further investigation.
SDNT's website is non functional. {How are they hosting for Ocera?}
A person named Tim Lawton is the CEO of SDNT Inc.
There is also a Tim Lawton who is the AVP of Global Healthcare at Barclays as a registered investment banker. {coincidence?}
VENTIRX PHARMACEUTICALS INC was located in Suite 200 (Ocera is in Suite 230) on January 2010 where they offered 25mil in securities.
2 years later Ventrix is located in WA, amending their securites offering.
Domain Associates is also invested in VentiRx.
Domain Associates track record of IPO's they've initialized bodes well for the share price. Not perfect - but good signs.
Tzym/Ocera Therapeutics going to be a big winner glad a bought more!
Good luck I like the deal it has alot of potential!several drugs in pipeline and a phase 2 with fast track approval and alot of cash$$$$
Maybe BMY 80M future milestone possibilities.
In fact tzym will break .67 this week!
Thanks a lot I really appreciated you are a real deal for us real inverters please try to be here more often for us longs on tzym again Thank You!
Sunspot Your honest opinion do we have a chance with this stock or Better yet what is your opinion here?
Investment Highlights
•PATTERN SCAN predicts the price of TZYM expected to move up in the coming weeks based on the appearance of a 'Support Reversal(1)' pattern. Specifically, a ACT EOD variant of Support Reversal(1) has been detected. The target is $0.49. more
•SQUEEZETRIGGER predicts that when TZYM closes above $1.20, we expect a short squeeze to begin that could quickly drive the price of TZYM considerably higher.
•VALUATION TZYM has a current calculated value of $2.08 which means the stock is undervalued compared to its price of $0.422.
https://www.wealthmakers.com/ireport/23549#DETAIL_196802
Hanging out good friends from East Coast just got home we might see some descent buying why not share the wealth.
The Company has retained Stifel as its financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its legal counsel to assist with the strategic review process.Check it out! http://bestlawfirms.usnews.com/firms/skadden-arps-slate-meagher-flom-llp/overview/3851/Antitrust/Competition: Skadden has broad experience counseling clients on antitrust and competition matters in connection with highly complex mergers, acquisitions and joint ventures. The firm's attorneys appear regularly before the U.S. Department of Justice, the Federal Trade Commission and state attorneys general in connection with proposed business combinations. They also obtain clearance from agencies around the globe, including the EU and China, for highly complex mergers, acquisitions and joint ventures.
Banking & Finance: Skadden represents lenders and borrowers on some of the largest and most complex financings and related transactions worldwide. The firm's clients include some of the world's largest commercial banks, investment banks, insurance companies, public and private pension funds, finance companies, investment and merchant banking firms, private investment funds, and other institutional lenders and investors, as well as LBO sponsors, private equity funds, hedge funds, strategic buyers, borrowers and issuers of securities.
Thank you for your honest answer!
Value Investor why did the company Paid off debt?
On Yahoo finance people are not that happy the company better do something soon!http://finance.yahoo.com/mbview/threadview/;_ylt=Avh4BXx9Q9elfGJfyKBUc_neAohG;_ylu=X3oDMTB2Y252cDRkBHBvcwMxOQRzZWMDTWVkaWFNc2dCb2FyZHNYSFJVbHQ-;_ylg=X3oDMTBhYWM1a2sxBGxhbmcDZW4tVVM-;_ylv=3?&bn=ac734ecd-7f73-33cb-99cd-feed1f2e0b8b&tid=1365454970720-72ab416b-5186-49e4-9e7f-fe33c4de0dc9&tls=la%2Cd%2C0%2C3
So let me ask you what do you see they can get for this company? Or there waiting for the Pay day for match what do you think?Total milestone payments under the agreement, excluding royalties, could reach up to approximately $80 million for each target program.you see under the terms of the agreement, Tranzyme will be primarily responsible for early lead discovery, and Bristol-Myers Squibb will take primary responsibility for optimizing the identified lead compounds. BMS will be solely responsible for completing preclinical and clinical development of all products arising from the collaboration, and for their commercialization globally!
Macrocycles: Going Where No Drugs Have Gone Before
By Mari Serebrov Washington Editor
Big pharma and biotech start-ups have embarked on a federated mission to explore the expansive chemical space between small molecules and biologics to seek out new therapies that will boldly go where no drugs have gone before.
In this voyage of discovery, one focus is on synthetic macrocycles. “Nature has been using macrocycles for its purposes for many, many years,” Mark Peterson, vice president of intellectual property and operations at Tranzyme Pharma Inc., told BioWorld Today. Macrocycles, especially in the form of antibiotics, seem to be nature’s way of responding to some difficult problems.
While macrocycles are naturally found in the universe, today’s explorers are seeking ways to design synthetic, fixed-ringed compounds that will mimic the benefits of http://www.ensembletx.com/news/pdfs/pr20111128.pdf
More info on this 2....http://www.bms.com/Documents/investors/ICM_Cuss.pdf
Pretty interesting 2010 check it out Go to page 11 http://www.bms.com/Documents/investors/jpmorgan_01_12_2010.pdf
The next stock to review is Tranzyme, Inc. (TZYM). 2012 is a year this company wants to forget after suffering not one, but two drug failures in the course of a month. As a result the stock shed 75% of its value. The first piece of bad news came in November when the first of two Phase 2 trials did not meet its primary endpoint. In December the company reported that its was also stopping its Phase IIb trial after finding it too was no better than the placebo. As of today shares of Tranzyme are trading under 60c with an implied market cap of $15m with $20m in cash and no debt. The company's pipeline is comprised of two preclinical stage compounds, TZP-201, a motilin agonist for chemotherapy-induced diarrhea, and TZP-301, a ghrelin antagonist for the treatment of metabolic diseases. Tranzyme's product candidates were discovered using its proprietary chemistry technology platform, MATCH™, which enables the construction of synthetic libraries of drug-like, macrocyclic compounds in a predictable and efficient manner. MATCH™ is a proven technology capable of finding candidate macrocycle molecules independent of target type or disease area. It is this technology that makes Tranzyme an interesting play here. In January they announced the successful completion of a chemistry-based drug discovery collaboration with Bristol-Myers Squibb (BMY). As a result of the joint research efforts, Tranzyme transferred compounds to Bristol-Myers Squibb for further development across multiple drug targets. Bristol-Myers Squibb is responsible for completing preclinical and clinical development of all products arising from the collaboration, and for their commercialization globally. Total milestone payments under the agreement, excluding royalties and sales milestones, could reach up to approximately $80 million for each target program. This could prove to be a very lucrative deal for Tranzyme in the coming months and years as new drugs are developed. Each new drug could be worth up to $80m and Tranzyme does not have to spend a dime of its cash developing! A look at the chart here shows a breakout at 61c with an upside potential of 50-75%. Tranzyme has been consolidating for tow months now like Peregrine did and may be ready for its bad news bounce now.
Remember one thing nobody Manipulates to buy millions shares just to make 30 to 50 cent run this is Way bigger! They weren't just buying today they've been buying they picked up over 2 million shares I've been watching three weeks Now, To get rid of all the shares The only thing I see a buyout coming it will be over 2 dollars you watch and see this is big boys!
Maybe after he gets enough shares they will announce the buyout either way we have a strong buyer
Looks like more buying 90 thousand sitting .473
Monday, April 15 • 3:30 - 6:30 pm
Enabling Macrocyclic Compounds for Drug Discovery: Opportunities, Challenges and Strategies
Instructors: Mark L. Peterson, Ph.D., Vice President, IP & Operations, Tranzyme Pharma
Macrocyclic compounds fill an important chemical space between small molecules and biologics. This course will discuss the recent developments in the field of macrocycle synthesis and screening, as well as specific aspects of these compounds for drug discovery and development purposes.
Unique characteristics of macrocycles
The challenges of macrocycle synthesis and screening
Current methods for synthesizing and screening macrocyclic compound libraries
Pros and cons of each methodology
Drug discovery and development considerations for macrocyclic molecules
Examples in the discovery of bioactive synthetic macrocycles
Remaining challenges and possible solutions
Dr. Peterson is currently Vice President, IP & Operations at Tranzyme Pharma. He was previously with Monsanto and Advanced ChemTech, where he worked in a wide variety of research areas including structure-based design, solid phase organic chemistry, combinatorial libraries, synthesis automation, heterocycles, unnatural amino acids, peptides and peptidomimetics. With Tranzyme Pharma since 1999, Dr. Peterson led the chemistry R & D efforts during the technology development stage of the company and the initiation of its drug discovery programs before assuming his present position in 2003. A native of Wisconsin, he received his Ph.D. in Organic Chemistry from Washington State University and conducted post-doctoral research at the University of Minnesota prior to starting his industrial career. He is author or co-author of over 80 publications and abstracted presentations plus two book chapters, as well as co-inventor on over 20 patents.http://www.drugdiscoverychemistry.com/dch_content.aspx?id=120704
Short Interest-Prior 55,800 Short Interest Now 13,600 Decrease -75.63
Dr. Mark Peterson, VP IP & Operations, Tranzyme Pharma Inc
Dr. Helmut Thomas, Sr VP Research & Preclinical Dev, Tranzyme Pharma Inc
You get A+
I truly believe we are seeing a hidden treasure!
All in time