M&A - OptiNose, Inc.

Form Type: PREM14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031374

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into an Agreement and Plan of Merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. Under the merger agreement, Orca Merger Sub will merge with OptiNose, making OptiNose a wholly owned subsidiary of Paratek. Shareholders will receive $9.00 per share in cash and a contingent value right (CVR) that may entitle them to receive additional payments based on future performance milestones. The merger agreement is recommended by OptiNose's Board as fair and in the best interests of its stockholders. A special meeting will be held to vote on the merger agreement, along with matters concerning compensation for executives and potential adjournments. The success of the merger proposal depends on a majority approval from stockholders at the meeting.

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Form Type: DEFA14A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000149465025000059

Filing Summary: On March 19, 2025, OptiNose, Inc. and Paratek Pharmaceuticals, Inc. announced a merger agreement under which Paratek will acquire OptiNose. The transaction will require approval from OptiNose shareholders and is expected to close in mid-2025. The merger aims to broaden the awareness of XHANCE® to more healthcare providers and patients, especially in primary care where Paratek maintains a promotional presence. The total potential value of the agreement is approximately $330 million, including cash consideration of $9 per share and contingent value rights (CVRs) that could add up to $5 per share based on future sales milestones related to XHANCE. The document details the implications for OptiNose shareholders, including the treatment of stock options and restricted stock units in the context of the merger. The firms will continue operating independently until the transaction closes, with various plans for integration already set in motion while maintaining focus on their respective business objectives. It also highlights the restrictions on communication during this period of pending transaction, stressing adherence to confidentiality guidelines.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000047

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into a Merger Agreement with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. Under the terms, Merger Sub will merge with OptiNose, allowing it to continue as the surviving corporation and a subsidiary of Paratek. Each share of OptiNose common stock will convert into a right to receive $9.00 in cash and a contingent value right for potential additional payments. The merger requires approval and regulatory clearance, with risks identified regarding timely completion, conditions to closing, and the impact on the company's business operations. Relevant documents will be filed with the SEC, and investors are advised to read all filings regarding the merger for detailed information.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000054

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into an Agreement and Plan of Merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. This merger agreement, unanimously adopted by OptiNose's Board of Directors, stipulates that Merger Sub will merge with OptiNose, with OptiNose continuing as a wholly owned subsidiary of Paratek. Shareholders will receive $9.00 per share in cash, alongside a contractual contingent value right (CVR), with residual rights concerning certain milestones tied to sales of OptiNose's product, XHANCE, between 2025 and 2029. The merger is contingent upon obtaining stockholder approval and satisfying customary closing conditions. A voting agreement has been initiated with a significant stakeholder to align support for the merger, which is expected to conclude in the second or third quarter of 2025, assuming all conditions are met. This document also outlines potential termination fees and the conditions under which either party may terminate the merger agreement.

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Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000049

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into a Merger Agreement with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. Merger Sub will merge with OptiNose, with OptiNose continuing as the surviving entity and a wholly owned subsidiary of Paratek. Each share of OptiNose common stock, excluding certain shares, will be converted into $9.00 in cash and one contractual contingent value right, subject to achieving specific net sales-based milestones. The terms and conditions of the merger are subject to future filings, and the company has highlighted certain risks associated with completing the transaction, including potential delays and the need for regulatory approvals. OptiNose urges stockholders to review upcoming proxy statements for further details.

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Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000149465025000051

Filing Summary: OptiNose, Inc. announced its agreement to be acquired by Paratek Pharmaceuticals, Inc. This merger aims to leverage both companies’ strengths: Paratek's focus on primary care complements OptiNose's specialty care expertise, particularly for its FDA-approved treatment, XHANCE®, for chronic sinusitis. The terms include a cash payment of $9 per share, with contingent value rights of up to $5 per share based on sales milestones of XHANCE. The total potential value of the acquisition could reach approximately $330 million, equating to $14 per share. A formal integration process is set to commence soon to ensure smooth merging operations prior to closing in mid-2025, conditioned on regulatory approvals and shareholder consent. The management team encourages open communication during this transition, with an All-Colleague call scheduled to address questions and outline the next steps.

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Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000056

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into an Agreement and Plan of Merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc., with the intent to merge, whereby OptiNose will become a wholly owned subsidiary of Paratek. The merger consideration for each share of OptiNose common stock will be $9.00 in cash, plus one contractual contingent value right (CVR). The agreement stipulates the merger will require the approval of a majority of OptiNose's stockholders, customary closing conditions, and includes specific provisions for stock options, warrants, and restricted stock units. It highlights certain termination rights, potential fees payable upon termination, and financial arrangements made for the merger. The merger is expected to close in the second or third quarter of 2025, contingent on multiple factors including obtaining regulatory approvals and the approval from shareholders of OptiNose.

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