Announcement • May 21

Paratek Pharmaceuticals, Inc completed the acquisition of OptiNose, Inc. (NasdaqGS:OPTN) from group of shareholders.

Paratek Pharmaceuticals, Inc. entered into a definitive merger agreement to acquire OptiNose, Inc. (NasdaqGS:OPTN) from group of shareholders for approximately $100 million on March 19, 2025. Under the terms of the agreement, Paratek will acquire all of Optinose’s outstanding shares for $9 per share in cash, plus up to $5 per share in CVRs payable in the event that certain net revenue milestones are achieved by XHANCE. The transaction will be financed with capital from Paratek, B-FLEXION Life Sciences, and Novo Holdings, and debt financing from funds managed by Oaktree Capital Management, L.P. Pursuant to a debt commitment letter dated March 19, 2025, the lenders party committed to provide Paratek, at or prior to the Closing, with debt financing of approximately $275,000,000. The Boards of both Paratek and Optinose have unanimously approved the transaction, subject to customary closing conditions, including approval by Optinose shareholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and receipt of required regulatory clearances, if applicable. The transaction is expected to close as early as mid-2025. As per the filings on April 3, 2025, the merger is expected to be completed by second or third quarter of 2025. As of May 8, 2025 special meeting wil be scheduled on May16, 2025 on which stockholders to vote on a proposal to adopt the Agreement and Plan of Merger. As per the filing announced on May 14, 2025, the transaction is expected to be completed on or around May 21, 2025. As on May 16, 2025, The transaction has approved by OptiNose shareholders. Lazard Freres & Co. LLC acted as the exclusive financial advisor to Paratek Pharmaceuticals, and Dohyun Kim, Resa K Schlossberg, David S Passes, Page W Griffin, Gavin A White and Maya P Florence of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor. Roy Tannenbaum of Fried Frank acted as legal advisor to Evercore. Evercore Group L.L.C. acted as the exclusive financial advisor and fairness opinion provider to Optinose an will receive a fee of 1.5 million towards rendering the opinion and 3.5 million as advisor fee and Joseph E. Gilligan and Leslie B. Reese of Hogan Lovells US LLP is serving as legal advisor. Broadridge Corporate Issuer Solutions acted as transfer agent to OptiNose. Saratoga Proxy Consulting, LLC acted as proxy solicitor to OptiNose and will receive a fee of $45,000. Paratek Pharmaceuticals, Inc completed the acquisition of OptiNose, Inc. (NasdaqGS:OPTN) from group of shareholders on May 21, 2025. Following completion of the merger Optinose's common stock will be delisted from the Nasdaq Global Select Market.

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Paratek Pharmaceuticals, Inc completed the acquisition of OptiNose, Inc. (NasdaqGS:OPTN) from group of shareholders.

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