Retrophin, Transcept, Roumell Asset Management LLC deal

Retrophin withdrew its unsolicited offer to acquire all shares of Transcept that Retrophin does not already own for $4 per share in cash. In September, Transcept's board unanimously rejected the offer, which valued Transcept at $75.4 million based on 18.8 million shares outstanding on Nov. 5. Transcept said in a statement that its board did not consider Retrophin's offer to be a "bonafide offer" because Retrophin did not present any "credible evidence" of its ability to finance the purchase. Earlier in September, Transcept's board also unanimously rejected an offer by Retrophin to acquire the shares for $3.50 per share. At Sept. 30, Retrophin had $16.4 million in cash and a nine-month operating loss of $12.5 million. Last week, Retrophin proposed to raise up to $40 million in a follow-on and list its shares on NASDAQ.

Retrophin also said it is no longer a shareholder in Transcept. In September, after Transcept's board rejected both of Retrophin's acquisition proposals, the board rejected Retrophin's proposal to increase its ownership stake in Transcept to 15% from 4.9% (see BioCentury, Sept. 23; Sept. 30 & Oct. 7). ...