This excerpt taken from the TPTX 8-K filed Jul 28, 2009.
Benefit Underserved Patient Populations
Novato, California and La Jolla, California, July 28, 2009 Raptor Pharmaceuticals Corp. (Raptor or the Company) (OTC 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 Raptors 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 companys 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.