Transaction Provides Paratek Stockholders with Immediate Value and Liquidity
Stockholders to Receive Upfront Cash Payment of
Special Meeting of Stockholders to be Held on
The special meeting of stockholders of Paratek will be held virtually via live webcast on
The board of directors of Paratek recommends that stockholders vote “FOR” each of the proposals listed on the WHITE proxy card enclosed with the definitive proxy statement.
Stockholders who have questions about voting their proxy are encouraged to contact our proxy solicitor |
The full text of Paratek’s letter to stockholders follows:
Dear Fellow Paratek Stockholders,
I, together with all of my fellow directors, are pleased to present you with the opportunity for the Company to be acquired at a significant premium to our unaffected stock price. The Board unanimously determined that the transaction is in your best interest. Now we are asking for you to vote “FOR” the transaction at a special meeting of stockholders.
As you saw, on
As a stockholder, upon closing of the transaction, you will receive both an immediate cash payment of
The upfront cash payment at the closing of the transaction represents a premium of 41% over the closing price of our common stock as of
This agreement comes as a result of a long and robust process, involving multiple competing parties, to maximize stockholder value. Furthermore, amid today’s challenging market backdrop and the Company’s steep near-term financing need, without this transaction, Paratek could be forced to undertake significantly dilutive equity issuances that would severely impact stockholder value, or even consider bankruptcy.
We believe that this transaction, which is unanimously supported by the Board, is the best path to deliver the most value to you as a stockholder of the Company.
I encourage you to review our definitive proxy materials and vote “FOR” the transaction. Every vote is important. If you do not vote, it has the same effect as voting against the transaction. You must vote now to preserve and maximize the value of your shares.
The Transaction Delivers to You Immediate Value, Liquidity, Certainty of the All-Cash Consideration and Upside Participation
The transaction allows you to immediately recognize the value of your investment in Paratek through the
The CVR’s potential
The Board believes that the CVR milestone is achievable based on the Company’s most recent sales, forecasts and the commitment of the buyer to use commercially reasonable efforts to achieve the milestone.
Any Standalone Alternative Would Likely Result in Substantial Dilution or Bankruptcy
The Board unanimously determined that the transaction is in your best interests, and superior to the standalone alternative.
Without a transaction, Paratek faces a challenging market backdrop while having to prepare for the upcoming maturity of our convertible notes in
Substantial efforts prior to the announced transaction to secure such financings were unsuccessful, and there was and remains substantial doubt that Paratek could complete the required financing at all. The Board believes that the failure to complete such financings in the near-term has the potential to result in bankruptcy.
The Transaction was the Result of a Robust Process Led by the Independent Members of the Board
The Board formed a Transaction Committee consisting solely of the independent members of the Board to oversee and direct the strategic transaction process. No members of management were included on the Transaction Committee.
The Company and its advisors conducted a robust and thorough, approximately two-year process. The last six months saw significantly increased intensity of engagement with multiple parties interested in potential strategic business relationships or combinations. These activities included entering into confidentiality agreements, having third parties and Paratek conduct due diligence and negotiating potential terms of strategic business relationships and combinations.
At the end of this robust and thorough process, the Board unanimously determined that the transaction we are recommending to you is the best deal available to you and your fellow stockholders.
The Board also determined that the modest breakup fee equivalent to approximately
The Choice is Clear and the Time for You to Take Action is Here
Please vote your proxy today “FOR” the transaction.
It is important that you act soon – the special meeting of stockholders to consider will be held virtually on
If You Do Not Vote, It Has the Same Effect as Voting Against the Transaction
If you have any questions about voting your proxy, please contact our proxy solicitor
- +1 (800) 662-5200 (toll-free in
North America ), - +1 (203) 658-9400 (call collect outside of
North America ) or - PRTK@info.morrowsodali.com
On behalf of the entire Board, we appreciate your support.
Sincerely,
Lead Independent Director
About
The company's lead commercial product, NUZYRA® (omadacycline), is a once-daily oral and intravenous antibiotic available in
Paratek is also conducting a Phase 2b study with NUZYRA in a rare disease, nontuberculous mycobacterial (NTM) pulmonary disease, caused by Mycobacterium abscessus complex. Paratek estimates this opportunity represents a potential
Paratek exclusively licensed
In 2019, Paratek was awarded a contract from the
For more information, visit www.ParatekPharma.com or follow us on LinkedIn and Twitter.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the Company and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the Company’s business; the commercial success of the Company’s products; the timing of and receipt of filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the merger; uncertainties as to how many of the Company’s stockholders will vote their stock in favor of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger, dated as of
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of the Company by Merger Sub. This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, the Company has filed a definitive proxy statement with the
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at a stockholder meeting of the Company to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement. Stockholders may obtain a free copy of the Proxy Statement, the Schedule 13e-3 and other documents the Company files with the
The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, dated as of
Participants in the Solicitation
The Company and certain of its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the fiscal year ended
Stockholders
Email: PRTK@info.morrowsodali.com
Phone: (800) 662-5200 or (203) 658-9400
Investor Relations
PJ Kelleher
Email: pkelleher@lifesciadvisors.com
Phone: (617) 430-7579
Media Contacts
Paratek
Scient Public Relations
Email: michael@scientpr.com
Phone: (215) 995-0180
Source:
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