Latest news for Amexdrug (OTC:AXRX) Stock

Amexdrug Corp is a pharmaceutical and cosmeceutical company. Along with its subsidiaries, the company engaged in the research and development, manufacturing and distribution of pharmaceutical drugs, cosmetics and distribution of prescription and over-the-counter drugs, private manufacturing and labeling, and a quality control laboratory. It has operations in two segments, Distribution; and Health and Beauty Products. The distribution segment consists of the wholesale pharmaceutical distribution and resale of brand and generic pharmaceutical products, over-the-counter drugs and non-drug products, and health and beauty products. Health and Beauty Products consist of the manufacture and distribution of primary health and beauty products.

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ALEAFIA HEALTH INC ORD by Aleafia Health Inc.

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EMERALD HEALTH THERAPUTCS by Emerald Health Therapeutics Inc.

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AMERICAN LITHIUM CORP ORD by American Lithium Corp.

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Amexdrug Corp

Amexdrug

Tetraphase Pharmaceuticals, Inc. (NASDAQ:<a class="ticker" href="/stock/TTPH#NASDAQ">TTPH</a>)  today announced that its Board of Directors has received a revised proposal from Melinta Therapeutics, Inc. ("Melinta") amending its prior proposal to acquire the Company (the "Amended Melinta Proposal"), and has determined that the Amended Melinta Proposal is a "Superior Offer" under the terms of the Agreement and Plan of Merger, dated March 15, 2020 and amended on May 27, 2020, to which the Company is a party with AcelRx Pharmaceuticals, Inc. (NASDAQ:<a class="ticker" href="/stock/AXRX#NASDAQ">AXRX</a>) and its merger subsidiary (the "AcelRx Merger Agreement"). In connection with this determination and in accordance with the terms of the AcelRx Merger Agreement, the Company has given notice to AcelRx of the Amended Melinta Proosal, the Superior Offer determination and of its intention to consider changing its recommendation of the AcelRx Merger Agreement or terminating the AcelRx Merger Agreement unless AcelRx proposes revisions to the terms of the AcelRx Merger Agreement or makes another proposal on or prior to Monday, June 1, 2020 that, if accepted, would result in the Amended Melinta Proposal ceasing to be a Superior Offer.

Under the AcelRx Merger Agreement, as amended, Tetraphase stockholders would receive, for each share of Tetraphase common stock, (1) $0.2434 in cash and 0.7217 of a share of AcelRx common stock, representing approximately $1.37 in upfront per share value, based on the closing price of AcelRx's common stock as of the close of trading on May 27, 2020, in each case subject to downward adjustment in the event that the Company's closing net cash is less than $5.0 million, and (2) one contingent value right ("CVR"), which would entitle the holders to receive potential aggregate payments of up to $14.5 million in cash upon the achievement of certain future XERAVA™ net sales milestones starting in 2021. Based on the closing price of AcelRx common stock on May 27, 2020, the total upfront consideration to be received by Tetraphase equityholders under the AcelRx Merger Agreement at closing is valued at approximately $30.6 million, with approximately $15.9 million of this amount allocated to the Company's outstanding common stock warrants.

Under the Amended Melinta Proposal, Melinta has offered to acquire Tetraphase for $34.0 million in cash, plus an additional $16.0 million in cash potentially payable under contingent value rights ("CVR") to be issued in the proposed acquisition. Under the Amended Melinta Proposal, the upfront cash consideration would be as follows: (i) $1.52 per share of Tetraphase common stock (including common stock underlying restricted stock units, performance-based stock units and pre-funded warrants), (ii) $2.21 per share of Tetraphase common stock underlying the common stock warrants issued by the Company in 2019, and (iii) $2.21 per share of Tetraphase common stock underlying the common stock warrants issued by the Company in 2020. In addition, the Amended Melinta Proposal does not provide for a downward adjustment based on the Company's closing net cash amount. The Amended Melinta Proposal is not subject to any financing contingencies. The definitive terms and conditions of a merger agreement detailing the Amended Melinta Proposal have been fully negotiated. If the Amended Melinta Proposal continues to constitute a Superior Offer through Monday, June 1, 2020, the Tetraphase Board will consider terminating the AcelRx Merger Agreement and entering into the merger agreement with Melinta.

At this time, the Tetraphase Board has not changed its recommendation with respect to the pending transaction with AcelRx, and the Tetraphase Board (1) continues to recommend the AcelRx Merger Agreement to its stockholders, (2) is not modifying or withdrawing its recommendation with respect to the AcelRx Merger Agreement and the merger, or proposing to do so, and (3) is not making any recommendation with respect to the Melinta proposal or the proposed merger agreement with Melinta.

Janney Montgomery Scott LLC is acting as financial advisor to Tetraphase and Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal advisor. 

Penny Stocks

TTPH

Tetraphase Announces Receipt of Amended Melinta Proposal, Determination of Superior Offer and Notice to AcelRx

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