Melinta Therapeutics Announces Termination of Merger Agreement and Tender Offer for Shares of Tetraphase
24 Juin 2020 - 10:02PM
Melinta Therapeutics, Inc. (“Melinta”), a commercial-stage
antibiotics company, announced that on June 24, 2020, pursuant
to the Agreement and Plan of Merger by and among Melinta, Toronto
Transaction Corp. (“Purchaser”) and Tetraphase Pharmaceuticals,
Inc. (“Tetraphase”) dated as of June 4, 2020 (the “Merger
Agreement”), it had terminated the previously announced cash tender
offer to acquire all of the outstanding shares of common stock of
Tetraphase (the “Offer”).
On June 19, 2020, Tetraphase gave written notice to Melinta and
Purchaser that it received a proposed offer from La Jolla
Pharmaceutical Company (“La Jolla”) to acquire Tetraphase for $43.0
million in cash, plus an additional $16.0 million in cash
potentially payable under contingent value rights to be issued in
the transaction (the “La Jolla Proposal”). On June 21, 2020, the
Tetraphase Board of Directors determined that the proposal
constituted a “Superior Offer” as defined in the Merger Agreement.
Tetraphase publicly announced the La Jolla Proposal on June 22,
2020.
On June 24, 2020, Tetraphase paid Melinta the termination fee of
$1,150,000 required under the Merger Agreement and Melinta and
Tetraphase terminated the Merger Agreement.
In accordance with Section 1.1(e) of the Merger Agreement,
Melinta and Purchaser will irrevocably and unconditionally
terminate the Offer. None of the Shares were purchased in the Offer
and as a result of such termination, all of the Shares previously
tendered will be promptly returned to the holders thereof, and no
consideration will be paid to holders who have tendered their
Shares in connection with the Offer.
About Melinta Therapeutics
Melinta Therapeutics, Inc. is dedicated to saving lives
threatened by the global public health crisis of drug resistant
bacterial infections through the development and commercialization
of novel antibiotics that provide new therapeutic treatment
options. Its four marketed products are Vabomere® (meropenem and
vaborbactam), Orbactiv® (oritavancin), Minocin® (minocycline) for
Injection, and Baxdela® (delafloxacin). This portfolio provides
Melinta with the unique ability to provide providers and patients
with a range of solutions that can meet the critical need for novel
antibiotics treating serious bacterial infections.
For additional information, including product and respective
important safety information, visit www.melinta.com.
All product names and marks are property of their respective
owners.
Notice to Investors
This communication is for informational purposes only and is not
an offer to purchase any shares of Tetraphase or a solicitation of
an offer to sell securities. Melinta and Purchaser have filed a
tender offer statement on Schedule TO, including an offer to
purchase, a letter of transmittal and related documents, with the
SEC and Tetraphase has filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. Such materials are available to
Tetraphase stockholders at no expense to them by written request to
D.F. King & Co., Inc. 48 Wall Street, New York, NY 10005 or by
calling (800) 283-3192 (toll-free). In addition, such materials
(and all other offer documents filed with the SEC) are available at
no charge on the SEC’s website at www.sec.gov.
Contact Information:Melinta Therapeutics Susan
Blum (312) 767-0296 info@melinta.com
Melinta Therapeutics (NASDAQ:MLNT)
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