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Transcept Pharmaceuticals Announces That ISS Proxy Advisory Services Recommends "AGAINST" All Proposals Subject To A Vote At The December 19, 2013 Special Meeting Of Stockholders

Stocks in this article: TSPT

POINT RICHMOND, Calif., Dec. 11, 2013 /PRNewswire/ -- Transcept Pharmaceuticals, Inc. (Nasdaq: TSPT) today announced that ISS Proxy Advisory Services ("ISS"), a leading independent proxy voting and corporate governance advisory firm, has recommended that stockholders vote "AGAINST" all proposals introduced by a group of stockholders consisting of Roumell Asset Management, Retrophin, Inc. and SC Fundamental (the "stockholder group").  In its recommendation, ISS noted that the stockholder group had not presented any arguments in support of its proposals. ISS further noted that the stockholder group had not filed definitive proxy materials, an investor letter or presentation with the SEC to articulate the case in support of its proposals. 

As previously announced, Transcept intends to hold a special meeting of stockholders (the "special meeting") on December 19, 2013, at 8:00 a.m., local time, at the offices of Latham & Watkins LLP located at 140 Scott Drive, Menlo Park, California 94025, to vote on two proposals from the stockholder group.

  1. To request that the Board of Directors (the "Board") take all actions necessary to eliminate the Tax Benefit Preservation Plan, dated as of September 13, 2013, by and between Transcept and American Stock Transfer & Trust Company, LLC. The Board unanimously recommends a vote "AGAINST" this proposal. ISS has also recommended a vote "AGAINST" this proposal.
  2. To remove, without cause, as directors of Transcept each of Christopher B. Ehrlich, Glenn A. Oclassen, Jake R. Nunn, G. Kirk Raab and each person, if any, nominated, appointed or elected by the Board after October 2, 2013 and prior to the special meeting to become a member of the Board at any future time or upon any event. The Board unanimously recommends a vote "AGAINST" this proposal. ISS has also recommended a vote "AGAINST" this proposal.

The only purpose of the special meeting is to consider the proposals that are described above and that are more fully addressed in the Transcept definitive proxy statement filed with the SEC on December 9, 2013.

"Consistent with the ISS recommendation, we urge stockholders to vote "AGAINST" both of the proposals put forth in the upcoming special meeting of stockholders," stated Glenn A. Oclassen, President and Chief Executive Officer.  "The Transcept Board and management team have clearly articulated a strategy that we believe will maximize the return for our stockholders.  Key elements of this plan include a reduction of our monthly burn rate, and working with Leerink Swann, our financial and strategic advisor, as we actively seek a merger partner.  We intend to continue this effort into the first quarter of 2014, while remaining open to all opportunities to enhance stockholder value.  We are evaluating a range of alternatives, some of which may result in a transaction with a partial distribution of cash to stockholders concurrent with the transaction.  If we cannot identify a transaction that we reasonably believe will enhance stockholder value by the end of the first quarter 2014, we intend to proceed with a liquidation of the Company."

About Transcept

Transcept Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the development and commercialization of proprietary products to address important therapeutic needs in the field of neuroscience.  The company's lead development candidate is TO-2070, a novel, rapidly absorbed treatment for acute migraine incorporating dihydroergotamine (DHE) as the active drug.  Preclinical data suggest that TO-2070 may offer significant migraine treatment benefits beyond those provided by less convenient and more invasive DHE drug delivery methods, such as injection, liquid nasal sprays or pulmonary inhalation. 

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