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Transcept Pharmaceuticals Announces That Glass Lewis & Co. 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. 13, 2013 /PRNewswire/ -- Transcept Pharmaceuticals, Inc. (Nasdaq: TSPT) today announced that Glass Lewis & Co. ("Glass Lewis"), an 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").  This recommendation follows the Transcept announcement on December 11, 2013 that ISS Proxy Advisory Services also recommended that stockholders vote "AGAINST" all proposals introduced by the stockholder group, and a unanimous recommendation by the Transcept Board of Directors to vote "AGAINST" all 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 (the "Plan"), dated as of September 13, 2013, by and between Transcept and American Stock Transfer & Trust Company, LLC. In its recommendation to vote "AGAINST" this proposal, Glass Lewis noted that the features of the Plan are reasonable and that the stockholder group has not provided a compelling argument against the Plan.
  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. In its recommendation to vote "AGAINST" this proposal, Glass Lewis further noted that the Transcept Board has taken reasonable and credible steps to evaluate strategic alternatives with the assistance of a financial advisor, and has announced a firm and reasonable deadline to arrange a transaction or commence liquidation by the end of the first quarter of 2014.

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.

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