Enterprising Investor
1 year ago
Paratek Pharmaceuticals Announces Stockholder Approval of Acquisition by Gurnet Point Capital and Novo Holdings A/S (9/18/23)
BOSTON, Sept. 18, 2023 (GLOBE NEWSWIRE) -- Paratek Pharmaceuticals, Inc. (“Paratek”) (Nasdaq: PRTK), a commercial-stage biopharmaceutical company focused on the development and commercialization of novel therapies for life-threatening diseases and other public health threats, today announced, based on a preliminary vote count, that stockholders have approved the merger agreement proposal at Paratek’s special meeting of stockholders, in connection with the previously announced definitive agreement to be acquired by Gurnet Point Capital ("Gurnet Point") and Novo Holdings A/S ("Novo Holdings").
Final voting results for the special meeting will be disclosed on Form 8-K filed by Paratek with the U.S. Securities and Exchange Commission.
About Paratek Pharmaceuticals, Inc.
Paratek Pharmaceuticals, Inc. is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel therapies for life-threatening diseases and other public health threats.
The company's lead commercial product, NUZYRA® (omadacycline), is a once-daily oral and intravenous antibiotic available in the United States for the treatment of adults with community-acquired bacterial pneumonia (CABP) and acute bacterial skin and skin structure infections (ABSSSI). Paratek has a collaboration agreement with Zai Lab for the development and commercialization of omadacycline in the greater China region and retains all remaining global rights.
Paratek is also conducting a Phase 2b study with NUZYRA in a rare disease, nontuberculous mycobacterial (NTM) pulmonary disease, caused by Mycobacterium abscessus complex. Paratek estimates this opportunity represents a potential $1 billion addressable market in the United States.
Paratek exclusively licensed U.S. rights and rights to the greater China territory for SEYSARA® (sarecycline), a once-daily oral therapy for the treatment of moderate to severe acne vulgaris, to Almirall, LLC. Paratek retains the development and commercialization rights for sarecycline in the rest of the world.
In 2019, Paratek was awarded a contract from the U.S. Department of Health and Human Services' Biomedical Advanced Research and Development Authority (BARDA), now valued at up to $304 million, to support the development and U.S.-based manufacturing of NUZYRA for pulmonary anthrax.
For more information, visit www.ParatekPharma.com or follow us on LinkedIn and Twitter.
https://www.globenewswire.com/news-release/2023/09/18/2744909/33636/en/Paratek-Pharmaceuticals-Announces-Stockholder-Approval-of-Acquisition-by-Gurnet-Point-Capital-and-Novo-Holdings-A-S.html
Enterprising Investor
1 year ago
NexPoint Sends Demand Letter for Books and Records to Paratek Pharmaceuticals in Connection with Proposed Acquisition by Gurnet Point Capital (7/11/23)
Plans to Investigate All Records to Ensure Board Did Not Breach Fiduciary Duty
DALLAS, July 11, 2023 /PRNewswire/ -- NexPoint Event Driven Fund today issued a demand letter to the Board of Directors of Paratek Pharmaceuticals, Inc. (NASDAQ:PRTK) (the "Company") to make available all books and records surrounding the proposed acquisition of the Company in order to investigate whether any board members breached their fiduciary duties in connection with the proposed acquisition. NexPoint Event Driven Fund is advised by NexPoint Asset Management, L.P. and together with other stockholders (collectively, "NexPoint"), are members of a group who beneficially own approximately 11.7% of the Company's outstanding common stock.
Link to letter:
https://www.nexpointassetmgmt.com/wp-content/uploads/2023/07/2023.07.11-PRTK-220-Demand.pdf
About NexPoint Event Driven Fund
NexPoint Event Driven Fund is an open-end mutual fund advised by NexPoint Asset Management, L.P. The fund invests in event catalysts including mergers, acquisitions, tender offers, restructuring, spin-offs, refinancings, recapitalizations or economic events that can impact specific industries.
About NexPoint Asset Management, L.P.
NexPoint Asset Management, L.P. is an SEC-registered investment adviser. NexPoint Asset Management, L.P. is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. The funds draw on NexPoint's investment capabilities, covering a range of asset classes and strategies. For more information visit www.nexpointassetmgmt.com/.
https://www.prnewswire.com/news-releases/nexpoint-sends-demand-letter-for-books-and-records-to-paratek-pharmaceuticals-in-connection-with-proposed-acquisition-by-gurnet-point-capital-301874809.html
Enterprising Investor
1 year ago
Paratek Pharmaceuticals Acknowledges Receipt of NexPoint Letter (6/27/23)
BOSTON, June 27, 2023 (GLOBE NEWSWIRE) -- Paratek Pharmaceuticals, Inc. (“Paratek”) (Nasdaq: PRTK), a commercial-stage biopharmaceutical company focused on the development and commercialization of novel therapies for life-threatening diseases and other public health threats, today acknowledged receipt of a letter from NexPoint Asset Management, L.P., together with its affiliates (collectively, "NexPoint").
Paratek appreciates receiving constructive feedback from its stockholders and as such, has actively engaged with NexPoint over the past several months. However, Paratek’s board of directors respectfully disagrees with NexPoint’s characterizations contained in its letter.
Paratek looks forward to providing stockholders with additional details with respect to the previously announced acquisition of Paratek by Gurnet Point Capital and Novo Holdings A/S when it files its proxy materials with the Securities and Exchange Commission.
About Paratek Pharmaceuticals, Inc.
Paratek Pharmaceuticals, Inc. is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel therapies for life-threatening diseases and other public health threats. The company's lead commercial product, NUZYRA® (omadacycline), is a once-daily oral and intravenous antibiotic available in the United States for the treatment of adults with community-acquired bacterial pneumonia (CABP) and acute bacterial skin and skin structure infections (ABSSSI).
Paratek is also conducting a Phase 2b study with NUZYRA in a rare disease, nontuberculous mycobacterial (NTM) pulmonary disease, caused by Mycobacterium abscessus complex.
In 2019, Paratek was awarded a contract from the U.S. Department of Health and Human Services' Biomedical Advanced Research and Development Authority (BARDA), now valued at up to $304 million, to support the development and U.S.-based manufacturing of NUZYRA for pulmonary anthrax.
For more information, visit www.ParatekPharma.com or follow us on LinkedIn and Twitter.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of Paratek Pharmaceuticals, Inc. (the “Company”) by Resistance Merger Sub, Inc. (“Merger Sub”). This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, the Company plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction (the “Proxy Statement”), and the Company and affiliates of the Company intend to jointly file a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). The Company may also file other documents with the SEC regarding the proposed transaction (the “Proxy Statement”), and the Company and affiliates of the Company intend to jointly file a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at a stockholder meeting of the Company to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement. Stockholders may obtain a free copy of the Proxy Statement, the Schedule 13e-3 and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at www.paratekpharma.com/investor-relations copies of materials it files with, or furnishes to, the SEC.
The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, dated as of June 6, 2023, among the Company, Merger Sub and Resistance Acquisition, Inc., which contains the full terms and conditions of the proposed transaction.
Participants in the Solicitation
The Company and certain of its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 16, 2023. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Investors may obtain additional information regarding the interests of participants in the solicitation of proxies from the Company’s stockholders in connection with in the proposed transaction, which may, in some cases, be different than those of the Company’s stockholders generally, by reading the proxy statement relating to the proposed transaction when it is filed with the SEC and other materials that may be filed with the SEC in connection with the proposed transaction when they become available. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the investor relations page of the Company’s website at www.paratekpharma.com/investor-relations.
https://www.globenewswire.com/news-release/2023/06/27/2695623/33636/en/Paratek-Pharmaceuticals-Acknowledges-Receipt-of-NexPoint-Letter.html
Enterprising Investor
1 year ago
European Medicines Agency COMP Recommends Positive Opinion on Orphan Medicinal Product Designation for NUZYRA® (omadacycline) for Treatment of Nontuberculous Mycobacterial (NTM) Lung Disease (6/27/23)
BOSTON, June 27, 2023 (GLOBE NEWSWIRE) -- Paratek Pharmaceuticals, Inc. (Nasdaq: PRTK), a commercial-stage biopharmaceutical company focused on the development and commercialization of novel life-saving therapies for life-threatening diseases and other public health threats for civilian, government and military use, today announced that the European Medicines Agency (EMA) Committee for Orphan Medicinal Products (COMP) has recommended a positive opinion for orphan medicinal product designation for NUZYRA® (omadacycline) for the treatment of nontuberculous mycobacterial (NTM) lung disease. The COMP opinion applies to all species of NTM, including Mycobacterium abscessus (MAB) and Mycobacterium avium complex (MAC).
Orphan designation in the European Union (EU) is granted by the European Commission within 30 days of a positive opinion being issued by the COMP. This designation will provide Paratek with protocol assistance for developing NUZYRA as an orphan medicine, 10 years market exclusivity once the medicine is on the market, data exclusivity, and the potential for fee reductions. Orphan designation is available to sponsors developing products intended to treat life-threatening or chronically debilitating conditions affecting no more than five in 10,000 persons in the EU, and where treatment provides a significant benefit to those affected by the condition compared to available treatment or where no satisfactory treatment is available.
“The COMP positive opinion on the recommendation to grant orphan drug designation for NUZYRA in the treatment of NTM lung disease represents a meaningful development for patients in Europe with this rare, difficult-to-treat, and debilitating condition,” said Randy Brenner, chief development and regulatory officer of Paratek. “Paratek is eager to work with regulators in the EU to align on a development program that would bring NUZYRA forward to address the significant unmet need for novel NTM treatments, especially oral antibiotics.”
NUZYRA earned U.S. FDA orphan drug designation for the treatment of pulmonary NTM disease caused by MAC and MAB in August 2021 and Fast Track Designation in June 2022.
NTM is an orphan disease with limited approved therapies. Paratek’s scientific program exploring NUZYRA’s potential in the treatment of NTM includes an ongoing U.S. Phase 2b study -- the first randomized, placebo-controlled Phase 2b study of its kind -- in patients with NTM pulmonary disease caused by M. abscessus, as well as other studies ranging from in vitro to real-world evidence.
Today’s standard of care for NTM typically involves a combination of multiple antibiotics, many of which are not approved for this disease. Treatment can often be life-long in duration and complicated by long-term tolerability challenges and adverse events. Patients with NTM exhibit myriad symptoms including severe fatigue, fever, cough and shortness of breath.
Paratek is currently in discussions with potential partners to develop and commercialize NUZYRA in Japan and in Europe as a potential treatment for NTM.
About Paratek Pharmaceuticals, Inc.
Paratek Pharmaceuticals, Inc. is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel life-saving therapies for life-threatening diseases or other public health threats for civilian, government and military use.
The company’s lead commercial product, NUZYRA® (omadacycline), is a once-daily oral and intravenous antibiotic available in the United States for the treatment of adults with community-acquired bacterial pneumonia (CABP) and acute bacterial skin and skin structure infections (ABSSSI). Paratek has a collaboration agreement with Zai Lab for the development and commercialization of omadacycline in the greater China region and retains all remaining global rights.
Paratek is also conducting a Phase 2b study with NUZYRA in a rare disease, non-tuberculous mycobacterial (NTM) pulmonary disease, caused by Mycobacterium abscessus complex. Paratek estimates this opportunity represents a potential $1 billion addressable market in the United States.
Paratek exclusively licensed U.S. rights and rights to the greater China territory for SEYSARA® (sarecycline), a once-daily oral therapy for the treatment of moderate to severe acne vulgaris, to Almirall, LLC. Paratek retains the development and commercialization rights for sarecycline in the rest of the world.
In 2019, Paratek was awarded a contract from the U.S. Department of Health and Human Services’ Biomedical Advanced Research and Development Authority (BARDA), now valued at up to $304 million, to support the development of omadacycline for pulmonary anthrax and the U.S.-based commercial manufacturing of NUZYRA.
For more information, visit www.ParatekPharma.com or follow us on LinkedIn and Twitter.
About NUZYRA
NUZYRA (omadacycline) is a novel once-daily antibiotic with both oral and intravenous (IV) formulations for the treatment of community-acquired bacterial pneumonia (CABP) and acute bacterial skin and skin structure infections (ABSSSI). A modernized tetracycline, NUZYRA is specifically designed to overcome tetracycline resistance and exhibits activity across a spectrum of bacteria, including Gram-positive, Gram-negative, atypicals, and other drug-resistant strains.
https://www.globenewswire.com/news-release/2023/06/27/2695236/33636/en/European-Medicines-Agency-COMP-Recommends-Positive-Opinion-on-Orphan-Medicinal-Product-Designation-for-NUZYRA-omadacycline-for-Treatment-of-Nontuberculous-Mycobacterial-NTM-Lung-Di.html
Enterprising Investor
1 year ago
NexPoint Asset Management Sends Open Letter to the Board of Paratek Pharmaceuticals Regarding Upcoming Annual Meeting and Proposed Acquisition by Gurnet Point Capital (6/27/23)
Intends to Withhold Its Votes Against All Three Board Members Up for Election at the Annual Meeting Citing the Board's Failure to Hold Management Accountable for Years of Underperformance
Plans to Carefully Scrutinize the Process Undertaken by the Board in Approving the Proposed Sale and May Vote Against the Proposed Transaction
DALLAS, June 27, 2023 /PRNewswire/ -- NexPoint Asset Management, L.P., together with its affiliates (collectively, "NexPoint"), who beneficially own approximately 12% of the outstanding common stock of Paratek Pharmaceuticals, Inc. (NASDAQ:PRTK) (the "Company") today issued an open letter to the Company's Board of Directors (the "Board") announcing its plans to withhold its votes against all three Board members up for election at the Company's upcoming Annual Meeting of Stockholders scheduled for July 6, 2023 (the "Annual Meeting"). In the open letter, NexPoint notes its reasons for withholding its vote against these directors, including its serious concerns with the Board's lack of oversight in holding management accountable for years of underperformance. NexPoint also states in the letter that it intends to carefully scrutinize the process undertaken by the Board in approving the proposed acquisition of the Company by Gurnet Point Capital, LLC, once the Company makes available additional information, and may vote against the transaction if the information provided does not demonstrate a robust sale process to justify the proposed purchase price.
The full text of the letter is set forth below.
Board of Directors
c/o Corporate Secretary
Paratek Pharmaceuticals, Inc.
75 Park Plaza, 3rd Floor,
Boston, MA 02116
To the Board of Directors (the "Board") of Paratek Pharmaceuticals, Inc.,
NexPoint Asset Management, L.P. (together with its affiliates, "NexPoint" or "we") is the largest independent stockholder of Paratek Pharmaceuticals, Inc. ("Paratek" or the "Company") with economic exposure equal to almost 12% of the Company's outstanding common stock. We are writing today to express our serious concerns with the Company's long-term underperformance, the Board's failure to hold management accountable for such underperformance and the process the Board may have undertaken in approving a sale of the Company to Gurnet Point Capital LLC in a deal that upon preliminary review appears to grossly overcompensate Company leadership to the detriment of stockholders. While we will wait to review materials to be filed by the Company before determining how we will vote on the proposed acquisition, we intend to withhold our votes against each of the directors up for election at the Company's upcoming annual meeting of stockholders to express our discontent with the Board's history of not properly aligning pay for performance and approving an executive compensation structure that we believe has not been in the best interest of stockholders and may provide a financial windfall for management upon a sale of the Company.
We have had an investment in the Company since 2016 because we believe the Company's most important drug, NUZYRA (omadacycline), will become a great commercial success as a once-daily oral and intravenous antibiotic for the treatment of adult patients with community-acquired bacterial pneumonia, and acute skin and skin structure infections caused by susceptible pathogens. However, five years after receiving approval from the U.S. Food and Drug Administration ("FDA"), the Company's revenue is far below many analysts' expectations despite management having spent over approximately $440,000,000 on sales, marketing, and administrative expenses, which includes what we perceive as excessive amounts of compensation for senior management. We believe this underperformance is largely due to senior management's inability to execute its sales plan. As a result, the stock price has suffered. Since receiving FDA approval on October 5, 2018, the Company's stock price has declined from $8.86 to $1.24 as of May 31, 2023, constituting an 86% decline.1
As a long-term stockholder, we have spent a considerable amount of time reviewing the Company's corporate governance, executive compensation practices and capital allocation decisions and attempted to engage meaningfully with management to better understand its overall strategy. Based on our diligence, we believe that the Board has consistently failed to carry out its critical role to supervise management's performance and hold management accountable. We are deeply troubled by the Board's stewardship, especially as it relates to executive compensation, which we believe illustrates that several incumbent directors have been either unable or unwilling to advance stockholders' best interests or embrace and act on stockholder feedback. We contend:
- The Board has consistently prioritized the interests of management by enriching Company executives at the expense of stockholders.
- For years, management and the Board have taken harmful actions that dilute stockholders.
- The Board has failed to hold management accountable for poor total stockholder returns.
- Management and the Board have failed to diversify Paratek's drug pipeline through business development efforts.
- The independent directors' limited stockholdings have only perpetuated its misalignment with investors since the independent directors own less than 1% of the Company's outstanding common stock.
- As such, we plan to withhold our votes for all three directors up for election at the 2023 Annual Meeting of Stockholders to be held July 6, 2023. If the Board was not classified, we would have withheld our support against the entire Board.
Against this backdrop, on June 6, 2023, Paratek announced that they would be acquired by Gurnet Point Capital, LLC and Novo Nordisk Foundation (such transaction, the "Proposed Acquisition"). We intend to carefully scrutinize the Proposed Acquisition once more information regarding the sale process and valuation is made available in the proxy statement which should be filed soon by the Company with the Securities Exchange Commission. If we believe that the Proposed Acquisition is unfair to public stockholders because, for example, it provides a financial windfall to certain managers and Board members which we believe are directly responsible for severe value erosion to the detriment of stockholders, we will vote against the Proposed Acquisition.
We pride ourselves on being a patient, constructive and relationship-oriented investor. However, when the evidence of management's entrenchment becomes undeniable and the opportunity for long-term stockholder value creation is so high, we will always consider exercising our stockholder rights.
Please note that NexPoint reserves all rights to take any actions that it deems necessary to protect value for all stockholders.
Sincerely,
NexPoint Asset Management, L.P.
About NexPoint Asset Management, L.P.
NexPoint Asset Management, L.P. is an SEC-registered investment adviser. NexPoint Asset Management, L.P. is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. The funds draw on NexPoint's investment capabilities, covering a range of asset classes and strategies. For more information visit nexpointassetmanagement.com.
https://www.prnewswire.com/news-releases/nexpoint-asset-management-sends-open-letter-to-the-board-of-paratek-pharmaceuticals-regarding-upcoming-annual-meeting-and-proposed-acquisition-by-gurnet-point-capital-301864167.html
Enterprising Investor
1 year ago
Paratek Pharmaceuticals to be Acquired by Gurnet Point Capital and Novo Holdings (6/06/23)
Transaction Provides Paratek Shareholders with Immediate Value and Liquidity
Reflects Potential Value of $3.00 per Share of Common Stock, Including Upfront Cash Payment of $2.15 per Share and a Contingent Value Right of $0.85 on Achievement of a Commercial Milestone
Total Transaction Consideration of up to Approximately $462 Million
BOSTON and CAMBRIDGE, Mass., June 06, 2023 (GLOBE NEWSWIRE) -- Paratek Pharmaceuticals, Inc. (“Paratek”) (Nasdaq: PRTK), a commercial-stage biopharmaceutical company focused on the development and commercialization of novel therapies for life-threatening diseases and other public health threats, today announced it has entered into a definitive agreement to be acquired by Gurnet Point Capital (“Gurnet Point”) and Novo Holdings A/S (“Novo Holdings”) in a transaction valued at approximately $462 million, including the assumption of debt and assuming full payment of a Contingent Value Right (CVR). Debt financing of $175 million for this transaction will be provided by funds managed by Oaktree Capital Management, L.P. (“Oaktree”).
Under the terms of the merger agreement, Gurnet Point, a leading healthcare investment firm, and Novo Holdings, a holding and investment company responsible for managing the assets and wealth of the Novo Nordisk Foundation, will acquire all outstanding shares of Paratek for $2.15 per share in cash, plus a CVR of $0.85 per share payable upon the achievement of $320 million in U.S. NUZYRA net sales (excluding certain permitted deductions, payments under Paratek’s contract with ASPR-BARDA, certain government payments and certain royalty revenue) in any calendar year ending on or prior to December 31, 2026. The upfront payment at closing represents a premium of 41% over the closing price of Paratek’s common stock as of May 31, 2023, which was the last full trading day prior to market speculation regarding a potential sale of the company.
“This transaction will deliver immediate value to our shareholders at a substantial premium while allowing them to also benefit from the future value created by NUZYRA through the CVR,” said Evan Loh, M.D., Chief Executive Officer at Paratek. “Today’s announcement is a testament to all we’ve accomplished at Paratek over the past several years. Both our Board of Directors and our management team are proud of Paratek’s accomplishments with NUZYRA and look forward to Gurnet Point and Novo Holdings continuing to deliver upon our goal of providing life-saving, transformative therapies to patients.”
“We see an attractive opportunity to invest in and accelerate the commercialization of NUZYRA and to build a portfolio of additional value-creating assets to address significant unmet medical needs,” said Stacey Seltzer, Partner at Gurnet Point. “Antimicrobial resistance (AMR) is a critical public health threat that claims the lives of more than 1.2 million people globally per year. We’re excited to collaborate with like-minded investors who share our aim of providing the capital and resources required to advance the commercialization of NUZYRA and support the development of additional therapies that can improve patient outcomes.”
“With NUZYRA, Paratek has demonstrated its ability to successfully develop and commercialize novel anti-infective therapies for difficult-to-treat infections. We are thrilled to partner with a leading healthcare investor to build upon Paratek’s notable track record, support the continued growth of NUZYRA, and support the expansion of their product portfolio,” said Aleks Engel, Partner at Novo Holdings. “With this investment, we expand our commitment to tackling antimicrobial resistance, from supporting novel early-stage development with our REPAIR Impact Fund, late-stage development with our AMR Action Fund investment, and now commercialization with Paratek.”
Aman Kumar, Co-Portfolio Manager of Life Sciences Lending at Oaktree added, “We are excited to partner with Gurnet Point again, and, alongside Novo Holdings, support the acquisition of Paratek at an exciting stage in the company’s development. Between its current indications and potential future label expansion opportunities, we believe NUZYRA will continue to fill an important unmet medical need, and we look forward to working with the company’s leadership team in their mission to help counter AMR.”
The transaction, which the Paratek Board of Directors has unanimously approved, is expected to close in the third quarter of 2023, subject to customary closing conditions, including approval by Paratek shareholders and receipt of regulatory approvals. Following completion, Paratek will become a private company and will no longer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, nor be traded on Nasdaq Global Market.
Advisors
Moelis & Company LLC acted as the exclusive financial advisor to Paratek Pharmaceuticals, and Ropes & Gray LLP is serving as legal advisor. Lazard acted as the exclusive financial advisor to Gurnet Point Capital, and Latham & Watkins LLP is serving as legal advisor. Goodwin Procter LLP is serving as legal advisor to Novo Holdings A/S. Sullivan & Cromwell LLP served as legal counsel to Oaktree.
About Paratek Pharmaceuticals, Inc.
Paratek Pharmaceuticals, Inc. is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel therapies for life-threatening diseases and other public health threats.
The company's lead commercial product, NUZYRA® (omadacycline), is a once-daily oral and intravenous antibiotic available in the United States for the treatment of adults with community-acquired bacterial pneumonia (CABP) and acute bacterial skin and skin structure infections (ABSSSI). Paratek has a collaboration agreement with Zai Lab for the development and commercialization of omadacycline in the greater China region and retains all remaining global rights.
Paratek is also conducting a Phase 2b study with NUZYRA in a rare disease, nontuberculous mycobacterial (NTM) pulmonary disease, caused by Mycobacterium abscessus complex. Paratek estimates this opportunity represents a potential $1 billion addressable market in the United States.
Paratek exclusively licensed U.S. rights and rights to the greater China territory for SEYSARA® (sarecycline), a once-daily oral therapy for the treatment of moderate to severe acne vulgaris, to Almirall, LLC. Paratek retains the development and commercialization rights for sarecycline in the rest of the world.
In 2019, Paratek was awarded a contract from the U.S. Department of Health and Human Services' Biomedical Advanced Research and Development Authority (BARDA), now valued at up to $304 million, to support the development and U.S.-based manufacturing of NUZYRA for pulmonary anthrax.
For more information, visit www.ParatekPharma.com or follow us on LinkedIn and Twitter.
About Gurnet Point Capital
Gurnet Point Capital is a leading healthcare fund that invests in de-risked life sciences companies. Gurnet Point primarily focuses on businesses that have high growth potential in the late product development and commercialization stages of their evolution. These companies become partners not just because of their capacity to generate economic value, but also because of their potential to deliver social impact. Gurnet Point’s team of highly experienced industry executives work closely with its portfolio companies, with an active approach driving operational transformation and outsized returns. www.gurnetpointcapital.com.
About Novo Holdings A/S
Novo Holdings is a holding and investment company that is responsible for managing the assets and the wealth of the Novo Nordisk Foundation. The purpose of Novo Holdings is to improve people’s health and the sustainability of society and the planet by generating attractive long-term returns on the assets of the Novo Nordisk Foundation.
Wholly owned by the Novo Nordisk Foundation, Novo Holdings is the controlling shareholder of Novo Nordisk A/S and Novozymes A/S and manages an investment portfolio, with a long-term return perspective. In addition to managing a broad portfolio of equities, bonds, real estate, infrastructure and private equity assets, Novo Holdings is a world-leading life sciences investor. Through its Seeds, Venture, Growth, and Principal Investments teams, Novo Holdings invests in life science companies at all stages of development.
As of year-end 2022, Novo Holdings had total assets of EUR 108 billion. www.novoholdings.dk
About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with $172 billion in assets under management as of March 31, 2023. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,100 employees and offices in 20 cities worldwide. For additional information, please visit Oaktree’s website at http://www.oaktreecapital.com/
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of Paratek Pharmaceuticals, Inc. (the “Company”) by Resistance Merger Sub, Inc. (“Merger Sub”). This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, the Company plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction (the Proxy Statement”), and the Company and affiliates of the Company intend to jointly file a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). The Company may also file other documents with the SEC regarding the proposed transaction (the “Proxy Statement”), and the Company and affiliates of the Company intend to jointly file a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at a stockholder meeting of the Company to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement. Stockholders may obtain a free copy of the Proxy Statement, the Schedule 13e-3 and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at www.paratekpharma.com/investor-relations copies of materials it files with, or furnishes to, the SEC.
The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, dated as of June 6, 2023, among the Company, Merger Sub and Resistance Acquisition, Inc., which contains the full terms and conditions of the proposed transaction.
Participants in the Solicitation
The Company and certain of its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 16, 2023. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Investors may obtain additional information regarding the interests of participants in the solicitation of proxies from the Company’s stockholders in connection with in the proposed transaction, which may, in some cases, be different than those of the Company’s stockholders generally, by reading the proxy statement relating to the proposed transaction when it is filed with the SEC and other materials that may be filed with the SEC in connection with the proposed transaction when they become available. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the investor relations page of the Company’s website at www.paratekpharma.com/investor-relations.
https://www.globenewswire.com/news-release/2023/06/06/2682916/33636/en/Paratek-Pharmaceuticals-to-be-Acquired-by-Gurnet-Point-Capital-and-Novo-Holdings.html
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