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Ocera Therapeutics Going Public in Merger with Tranzyme

Deal includes $20 million PIPE financing from Ocera’s backers.

MARIE DAGHLIAN

The Burrill Report

Although the JOBS Act has made the path to going public through an IPO somewhat easier for emerging growth companies, some companies have been using other methods for entering the public markets. Consider Ocera Therapeutics, a privately held San Diego biotech that is merging with a subsidiary of North Carolina-based Tranzyme Pharma. The all-stock transaction gives it a listing on the Nasdaq.

The new public company, retaining the Ocera name, will focus on the development of novel therapeutics for patients with acute and chronic decompensated liver disease and will be led by Ocera’s current president and CEO, Linda Grais. Tranzyme’s president and CEO, Vipin Garg, will depart the company.

Concurrent with the merger agreement, Ocera’s backers have committed to a $20 million PIPE financing for the combined compay. These investors include Domain Associates, Thomas McNerney & Partners, Sofinnova Ventures and InterWest Partners.

Tranzyme is mid-stage biotech focused on metabolic diseases. It completed an IPO in April 2011, pricing its shares at $4 and raising $54 million, but it has struggled to maintain its share price. The mid-stage failure of its lead program, an oral ghrelin agonist for diabetic patients with gastroparesis, sent its share value plummeting to around 50 cents per share. With a remaining pipeline of two preclinical candidates, the company has struggled to maintain its Nasdaq listing and was looking for the best alternatives for what to do next.

“Following an extensive and thorough review of strategic alternatives, we believe the proposed merger with Ocera offers the best value for our stockholders,” says Garg.

OCR-002 has received orphan drug designations in the United States and Europe and has been granted fast track status by the U.S. Food and Drug Administration. Ocera estimates that there are up to one million patients with cirrhosis in the United States, and approximately 150,000 hospitalizations occur annually due to complications of encephalopathy, costing the healthcare system approximately $7 billion every year. At the close of the merger, expected in the third quarter of 2013, current Ocera shareholders will own about 72.6 percent of the combined company with Tranzyme shareholders owning the remainder.

In connection with the merger, Tranzyme plans a reverse stock split in order to increase its trading price and maintain its Nasdaq listing following the closing of the merger.

Cambridge, Massachusetts-based biotech Radius Health raised $43 million in a series B financing after withdrawing its proposal to go public. The funding was led by F2 Biosciences, with participation from existing investors, Biotech Growth, MPM Capital, Brookside Capital, MPM Bio IV NVS Strategic Fund, and BB Biotech Ventures.

Radius is focused on developing new therapeutics to treat osteoporosis and other women’s health conditions. It plans to use the money to support the continued late-stage development of its lead asset, BA058, a novel anabolic, bone-building compound for the treatment of patients with osteoporosis at high risk of fracture.

“Our recently reported interim blinded safety data for clinical fractures occurring in the phase 3 trial and the completion of enrollment in both the subcutaneous phase 3 and the short-wear time patch phase 2 trials demonstrate solid progress toward our goal of commercializing this compound,” says Michael Wyzga, president and CEO of Radius Health. “Osteoporosis is a large market. Currently available treatments do not adequately serve the needs of patients, especially those at high risk of fracture.”



April 26, 2013
http://www.burrillreport.com/article-ocera_therapeutics_going_public_in_merger_with_tranzyme.html

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