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Mergers and Acquisitions

Date: 2017-08-09

Type of information: Company acquisition

Acquired company: Cempra (USA - NC)

Acquiring company: Melinta Therapeutics (USA - CT)

Amount:

Terms:

  • • On August 9, 2017, Cempra and Melinta Therapeutics announced that the companies have entered into a definitive agreement under which Melinta will merge with a subsidiary of Cempra. The merger is expected to create a NASDAQ-listed company committed to discovering, developing and commercializing important anti-infective therapies for patients and physicians in areas of significant unmet need.
  • On a pro forma basis, and based upon the number of shares of Cempra common stock to be issued in the merger, current Cempra shareholders will own approximately 48 percent of the combined company and current Melinta shareholders will own approximately 52 percent of the combined company. The transaction has been approved by the board of directors of both companies. The merger is expected to close in the fourth quarter of 2017, subject to the approval of the stockholders of each company as well as other customary conditions.
  • Management and Organization The combined company will be named Melinta Therapeutics. The board of directors of the combined company will have nine seats, with four appointed by Cempra and four appointed by Melinta, together with a newly appointed CEO. Cempra and Melinta will work together through a joint selection committee to identify the CEO leadership of the combined company, who will be able to build on strong experience and the shared vision of the board to continue growing one of the world’s leading anti-infectives companies. Melinta will designate the Chairman of the combined company board.
  • Morgan Stanley served as lead financial advisor and Skadden and Wyrick Robbins served as legal counsel to Cempra with respect to the transaction. Stifel also served as financial advisor to Cempra with respect to the transaction. J.P. Morgan Securities LLC served as financial advisor, and Willkie Farr & Gallagher LLP served as legal counsel to Melinta with respect to the transaction.
   

Details:

  • Cempra and Melinta Therapeutic are two clinical-stage companies focused on discovering, developing, and commercializing novel antibiotics.  In June 2017, the FDA has approved Baxdela® in adults for the treatment of acute bacterial skin and skin structure infections (ABSSSI) caused by susceptible bacteria. Melinta is also evaluating this fluoroquinolone in an ongoing Phase 3 study in patients with community-acquired bacterial pneumonia and plans to initiate a clinical trial in patients with complicated urinary tract infections (cUTI). The transaction will create a leading antibiotics company to drive the commercial launch of Baxdela®. Beyond this launch and potential label expansion of Baxdela®, the combined company will continue to pursue important pipeline opportunities.
  • Cempra is actively engaged with potential government and industry partners to identify non-dilutive funding to support the execution of a clinical safety study to support a response to the complete response letter (CRL) for its oral solithromycin new drug application (NDA) for CABP. Cempra also has an ongoing ophthalmic development program for solithromycin and is completing preclinical work to support a potential IND filing in 2018 with the FDA.
  • Fusidic acid for ABSSSI continues to progress after completion of a successful Phase 3 study with a clear path to NDA submission.
  • Radezolid, a next-generation oxazolidinone discovered by Melinta using its technology platform, is nearing Phase 1 completion in acne vulgaris, with potential for expansion to additional indications.
  • Melinta is also actively progressing compounds within its ESKAPE pathogen program. Using a technology platform based on Nobel Prize-winning science that is licensed from Yale, Melinta has built an entirely new class of antibiotics targeting ESKAPE pathogens, the “superbugs” causing significant mortality risk to patients affected, and intends to nominate a clinical candidate from this program in 2018.

Related: Infectious diseases

Is general: Yes