Raptor Pharmaceuticals Corp. and TorreyPines Therapeutics, Inc. Announce Merger Agreement
Nasdaq-Listed Biopharmaceutical Company Focusing on Improved Drug Targeting and Reformulation of Existing Therapeutic Compounds to Benefit Underserved Patient Populations
NOVATO, Calif. and LA JOLLA, Calif., July 28
/PRNewswire-FirstCall/ -- Raptor Pharmaceuticals Corp. ("Raptor" or
the "Company") (OTC: RPTP) (BULLETIN BOARD: RPTP) and
TorreyPines Therapeutics, Inc. ("TorreyPines") (NASDAQ:TPTX) , today announced that they have
entered into a definitive merger agreement. Upon closing, the
merger will result in a Nasdaq-listed biopharmaceutical company
with a pipeline of mid- to late-stage clinical development
candidates and preclinical drug targeting platforms designed to
improve drug delivery of existing therapeutics for orphan
indications and underserved patient populations. It is anticipated
that the merged company will be named Raptor Pharmaceuticals Corp.
and be headquartered in Novato, California.
Under terms of the agreement, which were unanimously approved by
the boards of directors of Raptor and TorreyPines, upon closing,
Raptor will be merged with and into a wholly-owned subsidiary of
TorreyPines. TorreyPines will issue, and Raptor stockholders will
receive shares of TorreyPines common stock such that Raptor
stockholders will own approximately 95% and TorreyPines
stockholders will own approximately 5% of the combined company. In
addition, at closing, TorreyPines will implement a reverse stock
split to ensure compliance with Nasdaq listing requirements; the
exact size will be determined at closing. Closing of the merger is
subject to customary conditions and contingent upon a vote of
approval by both TorreyPines' and Raptor's stockholders at their
respective annual meetings of stockholders, expected to take place
in the fourth quarter of 2009.
In connection with the merger described herein, TorreyPines
expects to file a registration statement on Form S-4, which shall
include a joint proxy statement/prospectus, with the U.S.
Securities Exchange Commission ("SEC") and any other necessary
regulatory filings. Depending on the review process of the
regulatory agencies, the companies currently expect the merger to
close in the fourth quarter of 2009. Upon closing the transaction,
the combined company's shares are expected to trade on the Nasdaq
Capital Market. TorreyPines is advised by Merriman Curhan Ford and
Raptor is advised by Beal Advisors.
The combined company will be dedicated to addressing unmet
medical needs and underserved patient populations, by developing
new or improving existing treatments, through enhanced drug
targeting or reformulation of existing therapeutic compounds.
Management and Organization
Following the closing, the combined company will have offices in
Novato, California. Executive management will be as follows:
-- Christopher M. Starr, Ph.D., Chief Executive Officer -- Ted Daley, President -- Patrice Rioux, M.D., Ph.D., Chief Medical Officer -- Todd C. Zankel, Ph.D., Chief Scientific Officer -- Kim R. Tsuchimoto, C.P.A., Chief Financial Officer
Investors and security holders of Raptor and TorreyPines are
urged to read the joint proxy statement/prospectus to be included
in a registration statement filed on Form S-4 (including any
amendments or supplements thereto) regarding the merger when it
becomes available because it will contain important information
about Raptor and TorreyPines. Raptor's and TorreyPines'
stockholders will be able to obtain a copy of the joint proxy
statement/prospectus, as well as other filings containing
information about Raptor and TorreyPines, without charge, at the
SEC's Internet website (www.sec.gov). Copies of the joint proxy
statement/prospectus and Raptor's and TorreyPines' filings with the
SEC can also be obtained, without charge, by directing a request to
Raptor Pharmaceuticals Corp., 9 Commercial Blvd., Suite 200,
Novato, CA 94949, Attention: Christopher M. Starr, Ph.D., CEO, Fax
No. 415-382-1458 or at the email address: cstarr@raptorpharma.com, with
respect to Raptor, and by directing a request to TorreyPines
Therapeutics, Inc., 11085 North Torrey Pines Road., Suite 300, La
Jolla, CA 92037, Attention: Investor Relations or at the email
address: cjohnson@tptxinc.com, with
respect to TorreyPines.
In addition to the registration statement and related joint
proxy statement/prospectus, each of Raptor and TorreyPines file
annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by Raptor and/or TorreyPines
at the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Raptor's and TorreyPines'
filings, respectively, with the SEC are also available to the
public from commercial document-retrieval services and at SEC's
website at www.sec.gov, and from investor relations at Raptor and
TorreyPines, respectively, at the addresses above.
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.
Raptor and TorreyPines and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Raptor and
TorreyPines, respectively, in connection with the merger.
Information regarding the special interests of these directors and
executive officers in the merger will be included in the joint
proxy statement/prospectus described above. Additional information
regarding the directors and executive officers of Raptor and
TorreyPines, respectively, is also included, with respect to
Raptor, in Raptor's Annual Report, as amended on Form 10-K/A for
the year ended August 31, 2008 and Raptor's proxy statement for its
2008 Annual Meeting of Stockholders, which were filed with the SEC
on December 23, 2008 and December 31, 2007, respectively, and with
respect to TorreyPines, in TorreyPines' Annual Report on Form 10-K
for the year ended December 31, 2008 and TorreyPines' proxy
statement for its 2008 Annual Meeting of Stockholders, which were
filed with the SEC March 27, 2009 and April 24, 2008 respectively.
These documents are available free of charge at the SEC's web site
at www.sec.gov and from investor relations at Raptor and
TorreyPines, respectively, at the addresses above.
About Raptor Pharmaceuticals Corp.
Raptor Pharmaceuticals Corp. ("Raptor") is dedicated to speeding
the delivery of new treatment options to patients by working to
improve existing therapeutics through the application of highly
specialized drug targeting platforms and formulation expertise.
Raptor focuses on underserved patient populations where it can have
the greatest potential impact. Raptor currently has product
candidates in clinical development to treat nephropathic
cystinosis, non-alcoholic steatohepatitis ("NASH"), Huntington's
Disease ("HD"), and aldehyde dehydrogenase ("ALDH2")
deficiency.
Raptor's preclinical programs are based upon bioengineered novel
drug candidates and drug-targeting platforms derived from the human
receptor-associated protein ("RAP") and related proteins that are
designed to target cancer, neurodegenerative disorders and
infectious diseases.
For additional information, please visit www.raptorpharma.com. About TorreyPines
TorreyPines Therapeutics, Inc. is a biopharmaceutical company
which has been committed to providing patients with better
alternatives to existing therapies through the research,
development and commercialization of small molecule compounds. The
company's goal has been to develop versatile product candidates
each capable of treating a number of acute and chronic diseases and
disorders such as migraine and chronic pain. The company currently
has two ionotropic glutamate receptor antagonist clinical stage
product candidates. Further information is available at
www.tptxinc.com.
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future results of
operation or future financial performance, including, but not
limited to the following statements: that the merger will close in
the fourth quarter of 2009, if at all; that the combined company
will list on Nasdaq Capital Markets or any national exchange; that
TorreyPines will file an S-4 related to the merger; that
stockholders of either TorreyPines or Raptor will approve the
transaction by approving the respective items related to the merger
as to be set forth in the S-4. These statements are only
predictions and involve known and unknown risks, uncertainties and
other factors, which may cause Raptor's actual results to be
materially different from these forward-looking statements. Raptor
cautions readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date they
were made. Certain of these risks, uncertainties, and other factors
are described in greater detail in Raptor's filings from time to
time with the Securities and Exchange Commission (the "SEC"), which
Raptor strongly urges you to read and consider, including its
Registration Statement on Form S-1, as amended, that was declared
effective on August 7, 2008; its annual report on Form 10-K filed
with the SEC on October 30, 2008, as amended by that Form 10-K/A
filed with the SEC on December 23, 2008; and its Form 10-Q filed
with the SEC on July 15, 2009, all of which are available free of
charge on the SEC's web site at http://www.sec.gov/.
Subsequent written and oral forward-looking statements attributable
to Raptor or to persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements set forth
in Raptor's reports filed with the SEC. Raptor expressly disclaims
any intent or obligation to update any forward-looking
statements.
This press release contains forward-looking statements or
predictions. Such forward-looking statements include, but are not
limited to, the following statements: that the merger will close in
the fourth quarter of 2009, if at all; that the combined company
will list on the Nasdaq Capital Markets or any national exchange;
that TorreyPines will file an S-4 related to the merger; that
stockholders of either TorreyPines or Raptor will approve the
transaction by approving the respective items related to the merger
as to be set forth in the S-4. Such statements are subject to
numerous known and unknown risks, uncertainties and other factors,
which may cause TorreyPines' actual results to be materially
different from historical results or from any results expressed or
implied by such forward-looking statements. These and other risks
which may cause results to differ are described in greater detail
in the "Risk Factors" section of TorreyPines' annual report on Form
10-K for the year ended December 31, 2008 and TorreyPines' other
SEC reports. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
This caution is made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All
forward-looking statements are qualified in their entirety by this
cautionary statement and TorreyPines undertakes no obligation to
revise or update this press release to reflect events or
circumstances after the date hereof.
For more information, please contact: Raptor contact: The Ruth Group Sara Ephraim Pellegrino (investors) / Janine McCargo (media) (646) 536-7002 / (646) 536-7033 spellegrino@theruthgroup.com / jmccargo@theruthgroup.com TorreyPines contact: Paul Schneider TorreyPines Therapeutics, Inc. 858-623-5665 X125 pschneider@TPTXinc.com
Source: Raptor Pharmaceuticals Corp.; TorreyPines Therapeutics, Inc.
CONTACT: Investors, Sara Ephraim Pellegrino,
+1-646-536-7002,
spellegrino@theruthgroup.com,
or Media, Janine McCargo, +1-646-536-7033,
jmccargo@theruthgroup.com,
both of The Ruth Group; or Paul Schneider of
TorreyPines Therapeutics, Inc., +1-858-623-5665 X125, pschneider@TPTXinc.com
Web Site: http://www.raptorpharma.com/
Posted: July 2009
