Raptor Pharmaceuticals Corp. and TorreyPines Therapeutics, Inc., todayannounced that they have entered into a definitive merger agreement. Uponclosing, the merger will result in a Nasdaq-listed biopharmaceutical companywith a pipeline of mid- to late-stage clinical development candidates andpreclinical drug targeting platforms designed to improve drug delivery ofexisting therapeutics for orphan indications and underserved patientpopulations. It is anticipated that the merged company will be named RaptorPharmaceuticals Corp. and be headquartered in Novato, California. Under terms of the agreement, which were unanimously approved by theboards of directors of Raptor and TorreyPines, upon closing, Raptor will bemerged with and into a wholly-owned subsidiary of TorreyPines. TorreyPineswill issue, and Raptor stockholders will receive shares of TorreyPines commonstock such that Raptor stockholders will own approximately 95% and TorreyPinesstockholders will own approximately 5% of the combined company. In addition,at closing, TorreyPines will implement a reverse stock split to ensurecompliance with Nasdaq listing requirements; the exact size will be determinedat closing. Closing of the merger is subject to customary conditions andcontingent upon a vote of approval by both TorreyPines’ and Raptor’sstockholders at their respective annual meetings of stockholders, expected totake place in the fourth quarter of 2009.
