Schedule 14A


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The Tokai board of directors unanimously recommends that you vote “FOR” the Share Issuance Proposal, “FOR” the Equity Financing Proposal and “FOR” each of the other proposals described in more detail in the accompanying proxy statement.

Each of the Share Issuance Proposal, the Equity Financing Proposal, the Reverse Stock Split Proposal and the Adjournment Proposal is an independent proposal, and none is conditioned upon the approval of any other proposal. The approval of the Share Issuance Proposal is required to consummate the Otic Transaction. The Otic Transaction may be consummated regardless of whether the Tokai stockholders approve or do not approve the Equity Financing Proposal, the Reverse Stock Split Proposal or the Adjournment Proposal. If the Share Issuance Proposal is not approved and the Otic Transaction is not consummated, Tokai’s board of directors may still determine to proceed with the reverse stock split if the Reverse Stock Split Proposal is approved.
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Only stockholders of record of shares of Tokai common stock at the close of business on April 3, 2017, the record date for the special meeting, are entitled to notice of and to vote at the special meeting and any adjournments or postponements of the special meeting. If you have any questions concerning the Otic Transaction, the related Equity Financing, the proposed reverse stock split, the special meeting or the accompanying proxy statement, need help voting your shares of Tokai common stock, or would like additional copies, without charge, of the enclosed proxy statement or proxy card, please contact Tokai Pharmaceuticals, Inc., 255 State Street, 6th Floor, Boston, Massachusetts 02109, Attention: Investor Relations, telephone: (617) 225-4305.

Please review in detail the attached proxy statement for a more complete statement regarding each of the Share Issuance Proposal, the Equity Financing Proposal, the Reverse Stock Split Proposal and the Adjournment Proposal, including descriptions of the Share Purchase Agreement and Tokai Stock Purchase Agreement, the background of the decision to enter into the Otic Transaction, the reasons that our board of directors has decided to recommend that you approve each of the Share Issuance Proposal, the Equity Financing Proposal, the Reverse Stock Split Proposal and the Adjournment Proposal and the section beginning on page 30 entitled “ Risk Factors ,” describing certain risk factors relating to the Otic Transaction. Because of the significance of the Otic Transaction, your participation in the special meeting, in person or by proxy, is especially important. We hope that you will be able to attend the special meeting.

By Order of the Board of Directors,

 



Jodie P. Morrison

President and Chief Executive Officer

Boston, Massachusetts

Dated: April 7, 2017

YOU MAY OBTAIN ADMISSION TO THE SPECIAL MEETING BY IDENTIFYING YOURSELF AT THE SPECIAL MEETING AS A STOCKHOLDER AS OF THE RECORD DATE. IF YOU ARE A RECORD OWNER, POSSESSION OF A COPY OF A PROXY CARD WILL BE ADEQUATE IDENTIFICATION. IF YOU ARE A BENEFICIAL (BUT NOT RECORD) OWNER, A COPY OF AN ACCOUNT STATEMENT FROM YOUR BANK, BROKER OR OTHER NOMINEE SHOWING SHARES HELD FOR YOUR BENEFIT ON APRIL 3, 2017 WILL BE ADEQUATE IDENTIFICATION.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, IF YOU ARE A RECORD OWNER PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO HELP ENSURE REPRESENTATION OF YOUR SHARES AT THE SPECIAL MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. ALTERNATIVELY, YOU MAY SUBMIT YOUR VOTE VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.

These transactions have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), and the SEC has not passed upon the fairness or merits of these transactions nor upon the accuracy or adequacy of the information contained in this proxy statement. Any representation to the contrary is unlawful.
Table of Contents

Table of Contents

 

 

 

 

 

 

Page

 

 

 

 

 

SUMMARY

 

 

1

 

 

 

The Parties Involved in the Transaction

 

 

1

 

 

 

The Transaction Structure

 

 

2

 

 

 

Effect of the Otic Transaction on Otic Share Options, Otic Warrants and Tokai Stock Options

 

 

3

 

 

 

Expected Timing of the Otic Transaction

 

 

3

 

 

 

Tokai Board Recommendations and Reasons for the Otic Transaction

 

 

4

 

 

 

Opinion of Tokai’s Financial Advisor

 

 

4

 

 

 

The Tokai Special Meeting

 

 

5

 

 

 

Market Price and Dividend Information

 

 

5

 

 

 

No Solicitation; Third Party Competing Proposals

 

 

5

 

 

 

Changes to Board Recommendation

 

 

5

 

 

 

Conditions to Consummation of the Otic Transaction

 

 

6

 

 

 

Termination of the Share Purchase Agreement

 

 

6

 

 

 

Termination Fee and Expenses

 

 

7

 

 

 

Support Agreement

 

 

8

 

 

 

Interests of Tokai’s Directors and Executive Officers

 

 

8

 

 

 

Executive Officers and Directors Following the Otic Transaction

 

 

9

 

 

 

Regulatory Approvals

 

 

9

 

 

 

Material U.S. Federal Income Tax Consequences of the Transaction to Tokai Stockholders

 

 

9

 

 

 

Risk Factors

 

 

9

 

 

 

NASDAQ Global Market Listing

 

 

9

 

 

 

 

 

 

 

 

Anticipated Accounting Treatment

 

 

10

 

 

 

No Appraisal Rights

 

 

10

 

 

 

Equity Financing

 

 

10

 

 

 

Reverse Stock Split

 

 

10

 

 

 

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE OTIC TRANSACTION

 

 

11

 

 

 

SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

 

18

 

 

 

Selected Historical Consolidated Financial Data of Tokai

 

 

18

 

 

 

Selected Historical Consolidated Financial Data of Otic

 

 

20

 

 

 

Selected Unaudited Pro Forma Combined Financial Data of Tokai and Otic

 

 

21

 

 

 

Comparative Historical and Unaudited Pro Forma Per Share Data

 

 

23

 
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