November 29, 2017

Peak sales potential of the portfolio post-closure is expected to exceed $1 billion.

On November 29, Willkie client Melinta Therapeutics, Inc. (NASDAQ:MLNT), a commercial-stage company developing and commercializing novel antibiotics to treat serious bacterial infections, announced that Melinta and The Medicines Company (NASDAQ:MDCO) have entered into an agreement pursuant to which Melinta will acquire the infectious disease business from The Medicines Company. This includes three marketed products: recently approved and launched Vabomere (vaborbactam/meropenem), and established commercial products Orbactiv (oritavancin) and Minocin IV (minocycline). Under the terms of the acquisition agreement, the purchase price consists of (i) $165 million in cash at closing, (ii) the issuance to The Medicines Company at closing of shares of Melinta common stock equal to $50 million divided by 90% of the trailing 10-day VWAP ending 3 trading days prior to closing; (iii) fixed payments of $25 million following each of the twelve and eighteen month anniversaries of the closing date, and (iv) payment by Melinta to The Medicines Company of certain royalty payments, based on tiered net sales of the acquired products in certain jurisdictions.

The acquisition positions Melinta as a focused pure-play antibiotics company. Peak sales potential of the portfolio post-closure is expected to exceed $1 billion.

Melinta Therapeutics, Inc. is dedicated to saving lives threatened by the global public health crisis of bacterial infections, through the development and commercialization of novel antibiotics. Melinta’s lead product is Baxdela, an antibiotic approved by the FDA for use in the treatment of acute bacterial skin and skin structure infections (ABSSSI). Melinta also has an extensive pipeline of preclinical and clinical stage products representing many important classes of antibiotics, each targeted at a different segment of the anti-infective market.

Willkie represented Melinta and its majority shareholder Vatera Healthcare Partners in Melinta’s merger with Cempra, Inc., which was announced in August 2017 and completed on November 3.

The deal team for the current transaction was led by partners Gordon Caplan and Sean Ewen and included partners Jeffrey Goldfarb, Thomas Meloro, Michael Katz and Anthony Carbone; counsel Daniel Mun and Jonathan Konoff; associates Ted Powers, Erin Kinney, Halie Klein, Rose Ohanesian, Isabel Araujo, Alexandra Awai, Rachel Dooley, David Blassberger, Richard Hevier, Yaniv Maman, Paul DeTurk, Andrew Marmer; law clerks Augustine Donati, Katherine Dorris, Yoon Ho Jung and Osvaldo Kock and due diligence attorney Marta Ferrari.

Sean Ewen
Sean M. Ewen Partner Corporate & Financial Services
Michael Katz
Michael A. Katz Partner Executive Compensation & Employee Benefits