7:31AM Transcept Pharma sets special stockholder meeting for Dec 19, 2013; co continues to explore strategic alternatives (TSPT) 3.37 : Co announced that it will hold a special meeting of stockholders on Dec 19, 2013. The meeting arises from a request from a stockholder group that includes: Roumell Asset Management, Retrophin and SC Fundamental Value Fund. This stockholder group is seeking to remove four of the seven current members of the Transcept Board of Directors and to vote on a non-binding resolution calling on the Board to eliminate the Tax Benefit Preservation Plan that the Transcept Board unanimously adopted on Sep 13, 2013 to protect the value of Transcept's cumulative net operating loss carry forwards ("NOLs"). As previously disclosed, the NOLs may have meaningful value to all Transcept stockholders in the future, either to shelter future income or in connection with a strategic transaction.
The co believes that the special meeting request is deficient in a number of respects. However, rather than forcing the stockholder group to revise the request, the Board will call the special meeting to allow all stockholders to make a fully informed decision on these matters. The Transcept Board has established a Nov 5, 2013 record date for stockholders entitled to vote at the special meeting. In contrast to the Board's ongoing exploration of strategic alternatives and other initiatives to create value for all stockholders, the co believes that the objective of this stockholder group is to seize control of Transcept without paying full and fair value to all stockholders.
