UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
PARATEK PHARMACEUTICALS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
This Schedule 14A filing consists of the following press release from Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), relating to the Company’s special meeting of stockholders to be held on September 18, 2023. The press release was disseminated on September 12, 2023.
Second Leading Independent Proxy Advisory Firm Glass Lewis Recommends Paratek Pharmaceuticals Stockholders Vote FOR the Acquisition by Gurnet Point Capital and Novo Holdings A/S
Follows the recommendation from ISS to vote FOR the transaction
BOSTON, September 12, 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 that a second leading independent proxy advisor Glass, Lewis & Co. (“Glass Lewis”) has recommended that stockholders vote FOR the Company’s previously announced definitive agreement to be acquired by Gurnet Point Capital (“Gurnet Point”) and Novo Holdings A/S (“Novo Holdings”).
The Glass Lewis recommendation follows the recent receipt of the recommendation from Institutional Shareholder Services Inc. (“ISS”) to vote FOR the transaction.
“We are pleased to receive the independent recommendations of both leading proxy advisory firms for the transaction. With the proxy deadline rapidly approaching, we remind all stockholders that every vote matters, no matter how many shares you may own. Stockholders are encouraged to vote FOR the transaction today,” said Dr. Jeffrey Stein, Ph.D., Lead Independent Director of Paratek’s board of directors (the “Board”).
In recommending that Stockholders vote FOR the transaction, Glass Lewis* concluded:
“We find that the proposed transaction appears to be the result of a thorough sale process for Paratek that was undertaken by the board acting with the assistance of independent legal and financial advisors.”
“We also note that Paratek shares have not closed above the total potential value of the proposed consideration … since the deal was announced …suggesting that market participants do not expect a more favorable offer to emerge at this time, in our view.”
“Overall, we find that the proposed transaction appears generally reasonable from the perspective of Paratek shareholders…”
“…the upfront cash consideration represents a significant premium to the unaffected trading price of Paratek shares prior to media reports of a potential transaction.”
“The CVR portion of the proposed consideration provides the potential for shareholders to receive meaningful additional value tied to the future sales performance of NUZYRA, the Company’s lead commercial product.”
*Permission to use quotations from the Glass Lewis report was neither sought nor obtained.
Glass Lewis and ISS are independent proxy advisory firms whose clients include many of the world’s leading institutional investors. These investors rely on Glass Lewis and ISS’s objective and impartial analysis to make important voting decisions.
Stockholders are urged to vote online today to ensure their votes are received on time. The deadline for online votes to be received is 11:59pm on September 17, 2023.
Stockholders who have questions about voting their proxy are encouraged to contact our proxy solicitor Morrow Sodali LLC at +1 (800) 662-5200 (toll-free in North America), +1 (203) 658-9400 (collect outside of North America) or PRTK@info.morrowsodali.com
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.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Paratek Pharmaceuticals, Inc. (the “Company”) and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the Company’s business; the commercial success of the Company’s products; the timing of and receipt of filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the merger; uncertainties as to how many of the Company’s stockholders will vote their stock in favor of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger, dated as of June 6, 2023, among the Company, Resistance Merger Sub, Inc. (“Merger Sub”) and Resistance Acquisition, Inc. (the “Merger Agreement”), including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure stockholder approval on the terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupt the Company’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; the Company’s ability to continue as a going concern; the Company’s ability to maintain or expand regulatory approvals or commercialize the Company’s products; the results of any ongoing or future clinical trials may not satisfy U.S. or non-U.S. regulatory authorities; the regulatory approval process is expensive, time consuming and uncertain; the Company’s dependence on the commercialize success of NUZYRA and, to a lesser extent, SEYSARA; the Company’s dependence on funding from BARDA; the Company’s substantial indebtedness; risk associated with litigation; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters, and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of the Company by Merger Sub. This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, the Company has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on August 2, 2023 (the “Proxy Statement”). The Company mailed or otherwise provided the definitive proxy statement to its stockholders in connection with the proposed transaction on or about August 2, 2023. The Company and affiliates of the Company have jointly filed 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 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.
Stockholders
Morrow Sodali LLC
Email: PRTK@info.morrowsodali.com
Phone: (800) 662-5200 or (203) 658-9400
Investor Relations
PJ Kelleher
LifeSci Advisors
Email: pkelleher@lifesciadvisors.com
Phone: (617) 430-7579
Media Contacts
Paratek
Michael Lampe
Scient Public Relations
Email: michael@scientpr.com
Phone: (215) 995-0180
