Ryan A. Murr Gibson, Dunn & Crutcher LLP 555 Mission Street, Suite 3000 San Francisco, CA 94105 (415) 393-8200 | James J. Moloney Gibson, Dunn & Crutcher LLP 3161 Michelson Drive, Suite 1200 Irvine, CA 92612 (949) 451-3800 |
CUSIP NO. 88165N204 | ||
1. Names of Reporting Persons. | ||
La Jolla Pharmaceutical Company | ||
2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | ||
3. SEC Use Only | ||
4. Source of Funds WC | ||
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6. Citizenship or Place of Organization California | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. Sole Voting Power 1,085,000 | |
8. Shared Voting Power 0 | ||
9. Sole Dispositive Power 1,085,000 | ||
10. Shared Dispositive Power 0 | ||
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,085,000 | ||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||
13. Percent of Class Represented by Amount in Row (11) 14.9% | ||
14 Type of Reporting Person CO | ||
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
Entity | Transaction | Trade Date | Shares | Price/Share |
La Jolla Pharmaceutical Company | Purchase | 6/10/2020 | 13,129 | $2.2002 |
La Jolla Pharmaceutical Company | Purchase | 6/11/2020 | 86,871 | $2.1836 |
La Jolla Pharmaceutical Company | Purchase | 6/11/2020 | 250,000 | $2.3271 |
La Jolla Pharmaceutical Company | Purchase | 6/12/2020 | 10,000 | $2.3387 |
La Jolla Pharmaceutical Company | Purchase | 6/15/2020 | 66,445 | $2.3785 |
La Jolla Pharmaceutical Company | Purchase | 6/16/2020 | 83,555 | $2.4864 |
La Jolla Pharmaceutical Company | Purchase | 6/16/2020 | 109,841 | $2.4642 |
La Jolla Pharmaceutical Company | Purchase | 6/17/2020 | 100,159 | $2.4951 |
La Jolla Pharmaceutical Company | Purchase | 6/18/2020 | 130,302 | $2.4495 |
La Jolla Pharmaceutical Company | Purchase | 6/19/2020 | 234,698 | $2.6161 |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 7. | Materials to Be Filed as Exhibits |
Exhibit | Description |
1 | Letter from La Jolla Pharmaceutical Company, dated May 6, 2020, to Tetraphase Pharmaceuticals, Inc. |
2 | Letter from La Jolla Pharmaceutical Company, dated May 11, 2020, to Tetraphase Pharmaceuticals, Inc. |
3 | Letter from La Jolla Pharmaceutical Company, dated June 19, 2020, to Tetraphase Pharmaceuticals, Inc. |
LA JOLLA PHARMACEUTICAL COMPANY | |
By: | /s/ Michael Hearne |
Michael Hearne | |
Chief Financial Officer |
• | The La Jolla Board of Directors has approved the transaction and authorized our execution of the Merger Agreement, subject to your termination of the AcelRx Merger Agreement. |
• | Our proposal is not subject to any financing contingencies. We stand ready to fund 100% of the purchase price with cash on hand (as of March 31, 2020, La Jolla had $77.2 million of cash and no debt). |
• | We have reduced the $5 million Company Net Cash condition and Target Net Cash level in the AcelRx Merger Agreement to $4.19 million to offset the termination fee payable by Tetraphase to AcelRx. |
• | Our offer is structured as a tender offer rather than a merger, which means that no stockholder vote is needed nor is a Registration Statement on Form S-4 required. As a result, our transaction can be completed on an accelerated timeline. |
• | In an effort to put the parties in a position to move quickly, we have agreed to use the form of the AcelRx Merger Agreement with revisions to implement the enhancements described above. We have also enclosed a redline of the Merger Agreement, marked to show changes from the AcelRx Merger Agreement. |
• | The La Jolla Board of Directors has approved the transaction and authorized our execution of the Merger Agreement, subject to your termination of the Melinta Merger Agreement. |
• | Our proposal is not subject to any financing contingencies. We stand ready to fund 100% of the purchase price with cash on hand (as of March 31, 2020, La Jolla had $77.2 million of cash and no debt). |
• | In an effort to put the parties in a position to move quickly, we have agreed to use the form of the Melinta Merger Agreement. We have enclosed a redline of the Merger Agreement, marked to show changes from the Melinta Merger Agreement. |
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