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DewDiligence

05/22/20 9:08 AM

#232647 RE: DewDiligence #232037

TTPH now favors the proposed buyout offer from MLNT that was announced on 5/15/20 (https://seekingalpha.com/news/3574986-melinta-enters-fray-for-tetraphase-pharma-takeover-bid ), but today’s PR plainly seeks a sweetened offer from ACRX:

https://ir.tphase.com/news-releases/news-release-details/tetraphase-announces-determination-superior-offer-and-notice

DewDiligence

06/24/20 11:04 AM

#233271 RE: DewDiligence #232037

LJPC bags TTPH—besting MLNT’s and ACRX’s offers:

https://www.businesswire.com/news/home/20200624005287/en

Under the terms of the definitive merger agreement, the upfront cash consideration in the transaction will be 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 equity holders would also be entitled to receive, for each share of Tetraphase common stock, one non-tradeable CVR. The holders of the CVRs would be entitled to receive payments of up to an additional $16.0 million in the aggregate upon the achievement of certain net sales of XERAVA in the United States…

The $2.00/sh value (excluding the CVR) is a 37% premium to TTPH’s closing price on 3/13/20—the last day before ACRX’s initial buyout offer.