As previously disclosed, on May 11, 2020, La Jolla Pharmaceutical Company submitted an offer to acquire 50% of the equity of Tetraphase Pharmaceuticals, Inc. for $22.3 million in cash up-front, plus an additional $12.5 million in cash potentially payable under contingent value rights to be issued in the transaction. On June 4, 2020, Tetraphase entered into an Agreement and Plan of Merger with Melinta Therapeutics, Inc. for the sale of Tetraphase for aggregate consideration of approximately $39 million, plus an additional $16.0 million in cash potentially payable under contingent value rights. On June 19, 2020, La Jolla submitted a revised offer to acquire 50% of the equity of Tetraphase for $43 million in cash up-front, plus an additional $16.0 million in cash potentially payable under contingent value rights to be issued in the transaction. Along with its offer, La Jolla submitted an execution-ready form of Agreement and Plan of Merger to which the proposed acquisition (if accepted by Tetraphase) would be structured as a tender offer. A copy of the bid letter is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The tender offer proposed to the Tetraphase Board of Directors and referred to in this communication (an “Offer”) has not yet commenced. Accordingly, this communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any shares of Tetraphase common stock or any other securities. On the commencement date of any Offer, a tender offer statement including an offer to purchase, a letter of transmittal and related materials, will be filed under cover of Schedule TO-T with the SEC by La Jolla and a wholly owned subsidiary. The offer to purchase shares of Tetraphase common stock will only be made to the offer to purchase, letter of transmittal and related materials filed with the SEC by La Jolla as part of its Schedule TO-T. Investors and security holders are urged to read both the tender offer statement filed by La Jolla and any solicitation/recommendation statement filed by Tetraphase regarding the Offer, as they may be amended from time to time, when they become available, because they will contain important information about the Offer, including its terms and conditions, and should be read carefully before any decision is made with respect to the Offer. Investors and security holders may obtain free copies of these statements (when available) and other materials filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing requests for such materials to the information agent for the Offer, which will be named in the tender offer materials (if any).

LA JOLLA PHARMACEUTICAL CO Exhibit
EX-99.1 2 ex991_ljpcxtetraphasetoppi.htm EXHIBIT 99.1 Exhibit 4550 Towne Centre Court | San Diego,…
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About LA JOLLA PHARMACEUTICAL COMPANY (NASDAQ:LJPC)

La Jolla Pharmaceutical Company is a biopharmaceutical company. The Company is focused on the discovery, development and commercialization of therapies to improve outcomes in patients suffering from life-threatening diseases. It is engaged in the research, development and commercialization of its technologies and drug candidates for pharmaceutical products. Its product candidates in development include LJPC-501, LJPC-401, LJPC-30Sa and LJPC-30Sb. The Company is developing LJPC-501 for the treatment of catecholamine-resistant hypotension (CRH). The Company is developing LJPC-401 for the treatment of iron overload, which occurs as a result of diseases, such as hereditary hemochromatosis, beta thalassemia, sickle cell disease and myelodysplastic syndrome. It is developing LJPC-30Sa and LJPC-30Sb not only for the treatment of serious bacterial infections but also for the potential treatment of rare genetic disorders, such as cystic fibrosis and Duchenne muscular dystrophy.