Oct. 7, 2013
/PRNewswire/ -- Transcept Pharmaceuticals, Inc. (NASDAQ: TSPT) announced today that it will hold a special meeting of stockholders on
, 2013. The meeting arises from a request from a stockholder group that includes: Roumell Asset Management, LLC, Retrophin, Inc. and SC Fundamental Value Fund, L.P. (the "stockholder group"). 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
September 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 Company 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
November 5, 2013
record date for stockholders entitled to vote at the special meeting. The Company will file proxy materials with the Securities and Exchange Commission for the special meeting for stockholders to review prior to voting.
In contrast to the Board's ongoing exploration of strategic alternatives and other initiatives to create value for all stockholders, the Company believes that the objective of this stockholder group is to seize control of Transcept without paying full and fair value to all stockholders.
G. Kirk Raab
, Chairman of the Board, stated, "We welcome open communications and constructive dialogue with all our stockholders. We value their suggestions and input on a wide array of issues including strategies to enhance stockholder value. The Transcept Board of Directors is committed to taking all appropriate actions that it believes will enable us to achieve this objective in the best interests of all of our stockholders. We continue to remain open to evaluating all bona fide proposals from credible parties."
Glenn A. Oclassen
, President and Chief Executive Officer, stated, "The Transcept Board of Directors is composed of seven highly qualified directors, six of whom are independent and all of whom are experienced professionals and proven leaders in the healthcare industry with extensive pharmaceutical and biotechnology experience at the highest levels of public and private companies. The Transcept Board of Directors holds or controls stock representing approximately 14.4%* of the outstanding shares of the Company, and accordingly, the financial interests of our directors are directly aligned with those of our stockholders." Transcept Director biographies can be found on the "About Us" section of the Transcept web site:
The goal of the Transcept Board and management team is to focus on building stockholder value by following a number of key initiatives including:
- Exploring a range of strategic alternatives to enhance stockholder value with Leerink Swann LLC, the company's financial and strategic advisor, including but not limited to a possible sale, business combination, partnership or return of capital.
- Continuing to work with Purdue Pharma, LP, the Company's U.S. marketing partner for INTERMEZZO ® , to develop and implement strategies to maximize the value of INTERMEZZO.
- Making measured and appropriate investments in the development of TO-2070, a new product candidate conceived by Transcept that utilizes a delivery system licensed from Shin Nippon Biomedical Laboratories, and which the Company believes offers a new and potentially improved approach to the treatment of acute migraine. The Company's objective for the TO-2070 program is to complete a key human pharmacokinetic study with this product candidate during the second half of 2014. The Company believes that this study, if successful, as suggested by the results of recently completed animal studies, would increase the value of the TO-2070 asset.
Transcept has engaged Leerink Swann LLC as its financial and strategic advisor. Latham & Watkins LLP is acting as the Transcept legal advisor. MacKenzie Partners has been retained to advise Transcept and to act as its proxy adviser.