TPTX » Topics » 2. Purchase Price

This excerpt taken from the TPTX 8-K filed Nov 3, 2009.

2. Purchase Price

There were a number of factors on which Rap Pharma’s board of directors relied in approving the merger, including, having access to an expanded pipeline of product candidates and having development capabilities across a wider spectrum of diseases and markets. Another primary reason for Rap Pharma’s board of directors’ decision to merge with TorreyPines was the benefit anticipated from the additional liquidity expected from TorreyPines’ NASDAQ listing. This liquidity benefit is the primary factor behind the goodwill recognized in the transaction (see below). The goodwill has been assigned to our clinical segment and is expected to be fully deductible for tax purposes. Below is a preliminary purchase consideration and breakdown of the assets acquired in the merger with TorreyPines:

Purchase Consideration (post-merger shares/share price)

 

Closing price of TorreyPines on September 29, 2009 (date of closing of merger)

$4.23

TorreyPines shares outstanding on September 29, 2009

941,121

Subtotal

$4.00 million

Value of options and warrants assumed

0.44 million

Liabilities assumed

0.59 million

Total preliminary purchase consideration

$5.03 million

 

 

 

 

 

 

 

 

Asset Allocation

Value (millions)

 

%

Cash and equivalents

$0.58

12

Other current assets

0.07

1

Accrued liabilities

(0.06)

-1

Working capital

0.59

12

Intangible assets:

 

 

In-process research & development

0.90

18

Licenses

0.24

5

Total identifiable assets

1.73

35

Plus Goodwill

3.30

65

Total assets acquired

$5.03

100

 

Acquisition costs incurred by Rap Pharma related to the merger are expected to be approximately $0.5 million.

This excerpt taken from the TPTX 8-K filed Jun 23, 2008.

Purchase Price

The purchase price per share at which shares of Common Stock are sold in an offering under the Purchase Plan is the lower of (a) 85% of the fair market value per share of stock on the offering date, or (b) 85% of the fair market value per share of stock on the applicable purchase date.

This excerpt taken from the TPTX DEF 14A filed Apr 24, 2008.

Purchase Price

 

The purchase price per share at which shares of Common Stock are sold in an offering under the Purchase Plan is the lower of (a) 85% of the fair market value per share of stock on the offering date, or (b) 85% of the fair market value per share of stock on the applicable purchase date. As of April 21, 2008 the closing price of our Common Stock as reported on the Nasdaq Stock Market was $1.37 per share.

 

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