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Re: DewDiligence post# 177924

Tuesday, 07/01/2014 11:06:26 AM

Tuesday, July 01, 2014 11:06:26 AM

Post# of 251706
Paratek Pharma (private) reverse merges into TSPT (to acquire Nasdaq listing):

http://finance.yahoo.com/news/transcept-pharmaceuticals-paratek-pharmaceuticals-sign-101500418.html

Upon the closing of the merger, Paratek stockholders will acquire in the aggregate approximately 89.6 percent of the outstanding capital stock of Transcept in exchange for their shares in Paratek [this 89.6% stake is comprised of a 37.9% stake by existing Paratek investors and a 51.7% stake by new investors], and Paratek will become a wholly owned subsidiary of Transcept. Transcept stockholders will retain their existing equity in Transcept for an aggregate ownership stake of approximately 10.4 percent.

…Immediately prior to the closing of the transaction, existing Transcept stockholders will receive a special dividend of cash, as well as rights to future royalties on INTERMEZZO sales, and potential proceeds from any sale of INTERMEZZO and TO-2070 assets within 24 months following closing.

For their 51.7% stake (see above) new investors (including Baupost) are providing $93M of capital for the merged company.

With Intermezzo sales going nowhere, TSPT had effectively become a shell company following the payment of a special cash dividend in May 2014 (#msg-101984486).

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