Raptor Pharmaceuticals Corp. ("Raptor") (OTC Bulletin Board: RPTP) and TorreyPines Therapeutics, Inc. ("TorreyPines") (Nasdaq: TPTX) announced today the completion of their merger. The combined company is named "Raptor Pharmaceutical Corp." and will commence trading on September 30, 2009 on the NASDAQ Capital Market under the ticker symbol "RPTP." Pursuant to NASDAQ's regulations, for the first 20 trading days the ticker symbol will be "RPTPd".
The combined company will be headquartered in Novato, California and managed by Raptor's existing management team including Christopher M. Starr, Ph.D., as Chief Executive Officer and director, Todd C. Zankel, Ph.D., as Chief Scientific Officer, Kim R. Tsuchimoto, C.P.A., as Chief Financial Officer, Ted Daley, as President of the clinical division and Patrice P. Rioux., M.D., Ph.D., as Chief Medical Officer of the clinical division.
Christopher M. Starr, Ph.D., Chief Executive Officer of the combined company, commented, "The closing of this merger creates a NASDAQ-listed biopharmaceutical company with what we believe is a robust pipeline aimed at improving the lives of patients with unmet medical needs. The Raptor management team has worked diligently to rapidly advance our development programs and meet our specified milestones. In under four years, we have completed the transition from a preclinical, bulletin board-quoted drug discovery company into a NASDAQ-listed biopharmaceutical company with mid- and late-stage product candidates. We are very excited for our common stock to begin trading on NASDAQ and believe that listing on a premier national stock market has the potential to improve liquidity in our common stock and improve our access to the capital markets. In the coming months, we hope to announce several important milestones. By the end of 2009, we expect to announce clinical trial data on our lead product candidate, DR Cysteamine, from a Phase 2a clinical trial in non-alcoholic steatohepatitis ("NASH") and a Phase 2b clinical trial in nephropathic cystinosis ("cystinosis")."
In connection with the exchange of shares in the merger, Raptor and TorreyPines stockholders will own 95% and 5% of the outstanding shares of the combined company, respectively. Raptor stockholders will receive 17,881,300 shares of the combined company's common stock in exchange for the 76,703,147 shares of Raptor common stock outstanding immediately prior to the closing of the merger. TorreyPines stockholders will receive 941,121 shares of the combined company's common stock in exchange for the 15,999,058 shares of TorreyPines common stock outstanding immediately prior to the closing of the merger. For example:
1,000 Shares of 1,000 Shares of Raptor TorreyPines --------------- --------------- Number of Combined Company Shares Issued as a Result of Merger 233 58
In connection with the merger and subject to the same conversion factor as the Raptor common stock, the combined company will assume all of Raptor's stock options and warrants outstanding at the time of the merger. The combined company will also retain the TorreyPines stock options and warrants outstanding at the merger, subject to the same conversion factor as the TorreyPines common stock.
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