This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

Transcept Pharmaceuticals Announces That Glass Lewis & Co. Recommends "AGAINST" All Proposals Subject To A Vote At The December 19, 2013 Special Meeting Of Stockholders

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.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $95.18 1.64%
FB $117.43 -0.96%
GOOG $692.36 -0.84%
TSLA $232.32 -3.92%
YHOO $36.01 -1.42%


Chart of I:DJI
DOW 17,750.91 -140.25 -0.78%
S&P 500 2,063.37 -18.06 -0.87%
NASDAQ 4,763.2240 -54.37 -1.13%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs