Advertise With UsAdvertise on our extensive network of industry websites and newsletters.
Get the PBR newsletterSign up to our free email to get all the latest PBR
news.Novacea, a biopharmaceutical company, and Transcept Pharmaceuticals, a privately held specialty pharmaceutical company, have signed a definitive merger agreement under which Novacea will merge with Transcept in an all-stock transaction.
Subscribe to our email newsletter
Under the terms of the merger agreement, Novacea will issue new shares of its common stock to Transcept stockholders based on an exchange ratio to be determined prior to the closing of the transaction.
Under the exchange ratio formula defined in the merger agreement, the former Transcept stockholders are expected to own 60% of the combined company, and the former Novacea stockholders are expected to own 40% of the combined company, each on a fully diluted basis.
The boards of directors of both Novacea and Transcept have approved the proposed transaction, which is subject to customary closing conditions, including approval by the stockholders of Novacea and Transcept.
Novacea stockholders holding approximately 35% of its outstanding common stock have agreed to vote in favor of the transaction, and Transcept stockholders holding approximately 80% of Transcept capital stock have also agreed to vote in favor of the transaction. Subject to regulatory approvals and customary closing conditions, the transaction is currently expected to close during the fourth quarter of 2008 or the first quarter of 2009.
If the merger is consummated, the Novacea name will be changed to Transcept Pharmaceuticals and the combined company intends to apply to change its ticker symbol on the NASDAQ Global Market.
The combined company will be headed by Glenn Oclassen, currently president and CEO of Transcept, and the remainder of the Transcept management team.