ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT. In connection with the merger, Transcept and Paratek intend to file relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement on Form S-4 that will contain a prospectus and a joint proxy statement. Investors and security holders of Transcept and Paratek are urged to read these materials when they become available because they will contain important information about Transcept, Paratek and the merger. The proxy statement, prospectus and other relevant materials (when they become available), and any other documents filed by Transcept with the SEC, may be obtained free of charge at the SEC web site at xxx.xxx.xxx. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Transcept by directing a written request to: Transcept Pharmaceuticals, Inc., 0000 X. Xxxxxxx Xxxx., Xxxxx #000, Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participants in the Solicitation Transcept and its directors and executive officers and Paratek and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Transcept in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Transcept is also included in Transcept Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 14, 2014. This document is available free of charge at the SEC web site (xxx.xxx.xxx) and from Investor Relations at Transcept at the address described above. Note Regarding Forward-Looking Statements This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of our merger with Paratek, including any dividend in connection therewith; our continued listing on NASDAQ after the merger; our expectations regarding the capitalization, resources and ownership structure of the combined organization; the timing and nature of the planned equity investment and bridge loan in connection with the merger; possible future royalties on INTERMEZZO sales and potential proceeds from any sale of INTERMEZZO and TO-2070 assets; the nature, strategy and focus of the combined organization; the development and commercial potential of any product candidates, including Omadacycline; the executive and board structure of the combined organization; and expectations regarding voting by Transcept and Paratek stockholders. Transcept and/or Paratek may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Transcept makes, including the risks described in the "Risk Factors" section of Transcept periodic reports filed with the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Transcept may enter into or make. Transcept does not assume any obligation to update any forward-looking statements, except as required by law. Conference Call Information A conference call and webcast will be held on July 1, 2014, 8am ET to be led by Xx. Xxx and Xx. Xxxxxxxx, to discuss the proposed transaction. Dial-in (U.S.): (000) 000-0000 Dial-in (International): (000) 000-0000 The webcast can be accessed on the Investors page of the Transcept website at xxx.xxxxxxxxx.xxx and will be available for replay until close of business on September 30, 2014. Contacts: Paratek Pharmaceuticals, Inc. Xxxx Xxx President and Chief Medical Officer (000) 000-0000 x000 xxxx@Xxxxxxxxxxxx.xxx 6 Transcept Pharmaceuticals, Inc. Xxxxx Xxxxxxxxx Vice President, Chief Financial Officer (000) 000-0000 xxxxxxxxxx@xxxxxxxxx.xxx
Appears in 1 contract
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT. In connection with the proposed strategic merger, Transcept Aviragen and Paratek intend to file Vaxart have filed relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement on Form S-4 S-4, as amended, that will contain contains a prospectus and a joint proxy statement. Investors and security holders of Transcept and Paratek are urged to read these materials when they become available because they will contain may obtain the proxy statement/prospectus, as well as other filings containing important information about TransceptAviragen, Paratek Vaxart and the merger. The proxy statement, prospectus and other relevant materials (when they become available), and any other documents filed by Transcept with the SEC, may be obtained free of charge at the SEC SEC’s web site at (xxx.xxx.xxx). In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Transcept Aviragen by directing a written request to: Transcept PharmaceuticalsAviragen Therapeutics, Inc., Inc. 0000 X. Xxxxxxx Xxxx.Xxxxxxxxxx Xxxxxxx, Xxxxx #000, Xxxxx XxxxxxxxXxxxxxxxxx, Xxxxxxxxxx XX 00000, Attention: Investor RelationsCorporate Secretary or delivered via email to xxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx. Investors and security holders are urged to read the proxy statement, /prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participants in the Solicitation Transcept Aviragen and its Vaxart and their respective directors and executive officers and Paratek certain of their other members of management and its directors and executive officers employees may be deemed to be participants in the solicitation of proxies from the stockholders of Transcept Aviragen in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger will be are included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Transcept Aviragen is also included in Transcept Aviragen’s Annual Report on Form Forms 10-K for the year ended December 31June 30, 20132017, which was filed with the SEC on March 14September 1, 20142017, and the Form 10-K/A filed with the SEC on October 20, 2017. This document is These documents are available free of charge at from the SEC web site (xxx.xxx.xxx) and from Investor Relations at Transcept at the address described sources indicated above. Note Regarding Forward-Looking Statements This press release contains forward-looking statements that involve substantial risks Contacts Xxxx Xxxxxxxxx Executive Vice President and uncertainties. All statementsChief Financial Officer Aviragen Therapeutics, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of our merger with Paratek, including any dividend in connection therewith; our continued listing on NASDAQ after the merger; our expectations regarding the capitalization, resources and ownership structure of the combined organization; the timing and nature of the planned equity investment and bridge loan in connection with the merger; possible future royalties on INTERMEZZO sales and potential proceeds from any sale of INTERMEZZO and TO-2070 assets; the nature, strategy and focus of the combined organization; the development and commercial potential of any product candidates, including Omadacycline; the executive and board structure of the combined organization; and expectations regarding voting by Transcept and Paratek stockholders. Transcept and/or Paratek may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Transcept makes, including the risks described in the "Risk Factors" section of Transcept periodic reports filed with the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Transcept may enter into or make. Transcept does not assume any obligation to update any forward-looking statements, except as required by law. Conference Call Information A conference call and webcast will be held on July 1, 2014, 8am ET to be led by Xx. Xxx and Xx. Xxxxxxxx, to discuss the proposed transaction. Dial-in (U.S.): Inc. (000) 000-0000 Dial-in (International): xxxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx Xxxx XxxXxxxxx Xxxxx Investor Relations, Inc. (000) 000-0000 The webcast can be accessed on the Investors page of the Transcept website at xxx.xxxxxxxxx.xxx and will be available for replay until close of business on September 30, 2014. Contacts: Paratek Pharmaceuticalsxxxx@xxxxxxx.xxx Xxxxxxxx Xxxxx X.X. Xxxx & Co., Inc. Xxxx Xxx President and Chief Medical Officer (000) 000-0000 x000 xxxx@Xxxxxxxxxxxx.xxx 6 Transcept Pharmaceuticals, Inc. Xxxxx Xxxxxxxxx Vice President, Chief Financial Officer Xxxxxx Xxxxxx / Xxxx Xxxxxxx Finsbury (000) 000-0000 xxxxxxxxxx@xxxxxxxxx.xxxAviragen Therapeutics • 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000 • Xxxxxxxxxx, XX 00000 • Tel: (000) 000-0000 Exhibit C CAS Press Release (See attached.) DRAFT – NOT FOR IMMEDIATE RELEASE February [9], 2018 CAS GROUP SUPPORTS IMPROVED VAXART MERGER AND ENTERS INTO AGREEMENT WITH AVIRAGEN
Appears in 1 contract
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT. In connection with the merger, Transcept and Paratek intend to file relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement on Form S-4 that will contain a prospectus and a joint proxy statement. Investors and security holders of Transcept and Paratek are urged to read these materials when they become available because they will contain important information about Transcept, Paratek and the merger. The proxy statement, prospectus and other relevant materials (when they become available), and any other documents filed by Transcept with the SEC, may be obtained free of charge at the SEC web site at xxx.xxx.xxx. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Transcept by directing a written request to: Transcept Pharmaceuticals, Inc., 0000 X. Xxxxxxx Xxxx., Xxxxx #000, Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participants in the Solicitation Transcept and its directors and executive officers and Paratek and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Transcept in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Transcept is also included in Transcept Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 14, 2014. This document is available free of charge at the SEC web site (xxx.xxx.xxx) and from Investor Relations at Transcept at the address described above. Note Regarding Forward-Looking Statements This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of our merger with Paratek, including any dividend in connection therewith; our continued listing on NASDAQ after the merger; our expectations regarding the capitalization, resources and ownership structure of the combined organization; the timing and nature of the planned equity investment and bridge loan in connection with the merger; possible future royalties on INTERMEZZO sales and potential proceeds from any sale of INTERMEZZO and TO-2070 assets; the nature, strategy and focus of the combined organization; the development and commercial potential of any product candidates, including Omadacycline; the executive and board structure of the combined organization; and expectations regarding voting by Transcept and Paratek stockholders. Transcept and/or Paratek may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements and you should not place undue reliance on these forward-forward- looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Transcept makes, including the risks described in the "Risk Factors" section of Transcept periodic reports filed with the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Transcept may enter into or make. Transcept does not assume any obligation to update any forward-looking statements, except as required by law. Conference Call Information A conference call and webcast will be held on July 1, 2014, 8am ET to be led by Xx. Xxx and Xx. Xxxxxxxx, to discuss the proposed transaction. Dial-in (U.S.): (000) 000-0000 Dial-in (International): (000) 000-0000 The webcast can be accessed on the Investors page of the Transcept website at xxx.xxxxxxxxx.xxx and will be available for replay until close of business on September 30, 2014. Contacts: Paratek Pharmaceuticals, Inc. Xxxx Xxx President and Chief Medical Officer (000) 000-0000 x000 xxxx@Xxxxxxxxxxxx.xxx 6 Transcept Pharmaceuticals, Inc. Xxxxx Xxxxxxxxx Vice President, Chief Financial Officer (000) 000-0000 xxxxxxxxxx@xxxxxxxxx.xxx0000
Appears in 1 contract
Samples: Merger Agreement
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT. In connection with the proposed strategic merger, Transcept Aviragen and Paratek intend to file Vaxart have filed relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement on Form S-4 S-4, as amended, that will contain contains a prospectus and a joint proxy statement. Investors and security holders of Transcept and Paratek are urged to read these materials when they become available because they will contain may obtain the proxy statement/prospectus, as well as other filings containing important information about TransceptAviragen, Paratek Vaxart and the merger. The proxy statement, prospectus and other relevant materials (when they become available), and any other documents filed by Transcept with the SEC, may be obtained free of charge at the SEC SEC’s web site at (xxx.xxx.xxx). In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Transcept Aviragen by directing a written request to: Transcept PharmaceuticalsAviragen Therapeutics, Inc., Inc. 0000 X. Xxxxxxx Xxxx.Xxxxxxxxxx Xxxxxxx, Xxxxx #000, Xxxxx XxxxxxxxXxxxxxxxxx, Xxxxxxxxxx XX 00000, Attention: Investor RelationsCorporate Secretary or delivered via email to xxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx. Investors and security holders are urged to read the proxy statement, /prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Aviragen Therapeutics 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Tel: (000) 000-0000 Participants in the Solicitation Transcept Aviragen and its Vaxart and their respective directors and executive officers and Paratek certain of their other members of management and its directors and executive officers employees may be deemed to be participants in the solicitation of proxies from the stockholders of Transcept Aviragen in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger will be are included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Transcept Aviragen is also included in Transcept Aviragen’s Annual Report on Form Forms 10-K for the year ended December 31June 30, 20132017, which was filed with the SEC on March 14September 1, 20142017, and the Form 10-K/A filed with the SEC on October 20, 2017. This document is These documents are available free of charge at from the SEC web site (xxx.xxx.xxx) and from Investor Relations at Transcept at the address described sources indicated above. Note Regarding Forward-Looking Statements This press release contains forward-looking statements that involve substantial risks Contacts Xxxx Xxxxxxxxx Executive Vice President and uncertainties. All statementsChief Financial Officer Aviragen Therapeutics, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of our merger with Paratek, including any dividend in connection therewith; our continued listing on NASDAQ after the merger; our expectations regarding the capitalization, resources and ownership structure of the combined organization; the timing and nature of the planned equity investment and bridge loan in connection with the merger; possible future royalties on INTERMEZZO sales and potential proceeds from any sale of INTERMEZZO and TO-2070 assets; the nature, strategy and focus of the combined organization; the development and commercial potential of any product candidates, including Omadacycline; the executive and board structure of the combined organization; and expectations regarding voting by Transcept and Paratek stockholders. Transcept and/or Paratek may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Transcept makes, including the risks described in the "Risk Factors" section of Transcept periodic reports filed with the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Transcept may enter into or make. Transcept does not assume any obligation to update any forward-looking statements, except as required by law. Conference Call Information A conference call and webcast will be held on July 1, 2014, 8am ET to be led by Xx. Xxx and Xx. Xxxxxxxx, to discuss the proposed transaction. Dial-in (U.S.): Inc. (000) 000-0000 Dial-in (International): xxxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx Xxxx XxxXxxxxx Xxxxx Investor Relations, Inc. (000) 000-0000 The webcast can be accessed on the Investors page of the Transcept website at xxx.xxxxxxxxx.xxx and will be available for replay until close of business on September 30, 2014. Contacts: Paratek Pharmaceuticalsxxxx@xxxxxxx.xxx Xxxxxxxx Xxxxx X.X. Xxxx & Co., Inc. Xxxx Xxx President and Chief Medical Officer (000) 000-0000 x000 xxxx@Xxxxxxxxxxxx.xxx 6 Transcept Pharmaceuticals, Inc. Xxxxx Xxxxxxxxx Vice President, Chief Financial Officer Xxxxxx Xxxxxx / Xxxx Xxxxxxx Finsbury (000) 000-0000 xxxxxxxxxx@xxxxxxxxx.xxxAviragen Therapeutics 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Tel: (000) 000-0000 Exhibit C CAS Press Release (See attached.) FOR IMMEDIATE RELEASE February 9, 2018 CAS GROUP SUPPORTS IMPROVED VAXART MERGER AND ENTERS INTO AGREEMENT WITH AVIRAGEN
Appears in 1 contract
Samples: Settlement Agreement (Digirad Corp)