Amendment To Merger Agreement
Pursuant to the amended merger agreement, tetraphase shareholders will receive $0.2434 in cash and $0.7217 of one common share of AcelRx for each common share of tetraphase (1), which corresponds to an advance value of approximately $1.43 per share, based on the closing price of the common shares of AcelRx at the close of trading on May 26, 2020. in any event, subject to a downward adjustment in the event that the company`s final net cash is less than $5.0 million, and (2) a potential value right (“CVR”) that gives holders the right to receive potential payments of up to US$14.5 million in cash if certain future XERAVA™ net revenue stones are reached from 2021. Pursuant to the terms of the pre-amendment merger agreement, Tetraphase shareholders were entitled to each tetraphase 0.6303 common share of one common share of AcelRx, subject to downward adjustment if the company`s net liquidity was less than $5.0 million. and a CVR that would have allowed holders to receive potential payments of up to US$12.5 million in cash or AcelRx shares at AcelRx`s choice if future XERAVA™ net revenue blocks are reached from 2021. Directors, senior officers and certain other members of the company`s management and employees may be considered “participants” in obtaining the powers of the company`s shareholders in favour of the proposed merger. Information relating to persons who, in accordance with the rules of the SEC, may be considered participants in the invitation to shareholders of the company in connection with the proposed merger is set out in the proxy statement and other relevant documents to be filed with the SEC. Information about the Company`s senior officers and directors can be found in the Final Proxy Statement in Schedule 14A at Front Yard`s 2020 Annual General Meeting, which was filed with the SEC on May 28, 2020. This press release can be considered as promotional material regarding the proposed acquisition of the company by Pretium. In the context of the proposed merger, the entity will submit to the SEC a proxy statement and other relevant documents to the company`s shareholders for the purpose of submitting a proxy statement. This press release does not constitute an invitation to issue a voice or authorization.
Shareholders are advised to read the proxy statement as soon as it becomes available, as well as any other documents to be filed with the SEC in connection with the proposed merger or that will be included by reference in the proxy statement, as they contain important information about the proposed merger. . . .