Retrophin Withdraws Offer For Transcept Pharma - Quick Facts

(RTTNews) - Retrophin Inc. (RTRX.OB) announced Monday that it has withdrawn its offer to acquire all of the shares of Transcept Pharmaceuticals Inc.'s (TSPT) common stock for $4.00 per share in cash.

Retrophin noted that it is no longer a shareholder of Transcept. Retrophin had submitted two offers to Transcept dated September 10, 2013 and September 18, 2013.

Martin Shkreli, Founder and Chief Executive Officer of Retrophin, said, "We were disappointed that, despite the fact that our offer was at a substantial premium to Transcept's share price and represented, in our opinion, a compelling opportunity for its stockholders -- who also opposed Transcept's risky and highly speculative stated strategy to grow the company through acquisitions -- our offer was dismissed without giving us the opportunity to discuss its merits directly with the Board of Directors. Given the reluctance of Transcept's Board to engage in substantive discussions with us, their implementation of a "poison pill" in order to prevent stockholders from acquiring more than 4.99% of Transcept's shares, their in-licensing of an early-stage migraine development project and their now expressed interest in entering into a reverse merger, we have now formally withdrawn our offer for Transcept."

Martin Shkreli, said, "Retrophin is appalled at the lengths Transcept management has gone through to avoid a full and fair auction for Transcept. In the meantime, Transcept's most precious asset, its cash, has dwindled, and we no longer believe a $4.00 per share purchase of Transcept represents a compelling transaction for our shareholders."

In its letter dated September 18, 2013, Retrophin called on the Board of Directors of Transcept to engage in discussions with Retrophin and to provide it with access to selected due diligence in order to enter into a transaction no later than September 30, 2013.

Retrophin had also stated that it would continue to stand ready to meet with the Board of Directors of Transcept, and its advisors, to discuss the proposal and to devote all necessary resources to work to consummate the transaction by November 1, 2013.