MORRISTOWN, N.J., March 04, 2020 — Melinta Therapeutics, Inc. (the “Company” or “Melinta”), a commercial-stage company focused on the development and commercialization of novel antibiotics to treat serious bacterial infections, confirmed today that the Company’s agreement with funds managed by Deerfield Management Company, L.P., the lenders under the Company’s senior credit facility (“Deerfield”), has been designated as the highest and best offer for the Company and its assets following the completion of a formal marketing process. The auction scheduled for March 6, 2020 will not proceed, as no party submitted a higher and better bid in accordance with the bidding procedures established by the United States Bankruptcy Court for the District of Delaware (the “Court”). Under the terms of the previously announced Restructuring Support Agreement, Deerfield will acquire the Company as a going concern by exchanging its secured claims arising under its senior credit facility for 100 percent of the equity to be issued by the reorganized Company pursuant to a pre-negotiated chapter 11 plan of reorganization.
The Company will seek Court approval to assume its agreement with Deerfield on March 13, 2020, and expects that the chapter 11 plan implementing the Deerfield transaction will be confirmed by the Court on April 2, 2020. The transaction is expected to go effective shortly after the Court confirms the chapter 11 plan. In addition, pursuant to a settlement negotiated among the Company and major case constituents, and subject to various conditions set forth therein and in the chapter 11 plan, on the effective date of the chapter 11 plan, $3.5 million will be contributed to a trust for the benefit of general unsecured creditors of the Company. Existing equity interests in the Company would be cancelled upon the effective date of the chapter 11 plan and equity holders will receive no recovery.
Since filing for chapter 11 in December 27, 2019, Melinta has continued to operate its business in the normal course with no disruption to product supply, distribution, or support of the Company’s antibiotic portfolio: BAXDELA® (delafloxacin), VABOMERE® (meropenem and vaborbactam), ORBACTIV® (oritavancin), and MINOCIN® (minocycline) for Injection.
Melinta is advised in this transaction by Skadden, Arps, Slate, Meagher & Flom LLP, McDermott, Will & Emory, Portage Point Partners, LLC and Jefferies, LLC. Deerfield is advised in this transaction by Sullivan & Cromwell LLP, Landis Rath & Cobb LLP and Houlihan Lokey.
Additional information about this process, including documents related to the restructuring and reorganization proceedings, is available through Melinta’s claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/Melinta.
About Melinta Therapeutics
Melinta Therapeutics, Inc. is the largest pure-play antibiotics company, dedicated to saving lives threatened by the global public health crisis of bacterial infections through the development and commercialization of novel antibiotics that provide new therapeutic solutions. Its four marketed products include Baxdela® (delafloxacin), Vabomere® (meropenem and vaborbactam), Orbactiv® (oritavancin), and Minocin® (minocycline) for Injection. This portfolio provides Melinta with the unique ability to provide providers and patients with a range of solutions that can meet the tremendous need for novel antibiotics treating serious infections. Visit www.melinta.com for more information.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this communication constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions, including statements related to guidance. The Company intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect the Company’s current views about its plans, intentions, expectations, strategies and prospects, which are based on the information currently available to it and on assumptions it has made and include statements regarding: the terms and timing of and the ability to consummate the sale of the Company to Deerfield and the transactions contemplated by the pre-negotiated chapter 11 plan of reorganization; the ability to obtain the Court’s approval of the chapter 11 plan; the terms of and ability to consummate the settlement negotiated among the Company and major case constituents; any anticipated recovery of creditors, including pursuant to the negotiated settlement; the expected treatment of the equity of the Company, including no expected recovery of existing equity; the timing and ability of the Company to emerge from the chapter 11 proceedings as a going concern and any statements or assumptions underlying any of the foregoing. Although the Company believes that its plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, the Company can give no assurance that the plans, intentions, expectations, strategies or prospects will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond the Company’s control.
Risks and uncertainties for the Company include, but are not limited to, the decisions of the Court; negotiations with the Company’s debtholders, the Company’s creditors and the official committee of unsecured creditors and any other committee appointed in the chapter 11 cases; risks and uncertainties associated with chapter 11 proceedings; the Company’s ability to meet the requirements, and compliance with the terms, including restrictive covenants, of the Restructuring Support Agreement, the settlement agreement with general unsecured creditors of the Company and any other settlement or arrangement while in chapter 11 proceedings and risks associated with such compliance; the Company’s ability to discharge claims in chapter 11 proceedings; and the risk that the Company’s chapter 11 cases may be converted to cases under Chapter 7 of the Bankruptcy Code. Many of these factors that will determine actual results are beyond the Company’s ability to control or predict.
Other risks and uncertainties are more fully described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, its Definitive Proxy Statement filed April 30, 2019, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019, June 30, 2019, and September 30, 2019, and in other filings that the Company makes and will make with the SEC. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The statements made in this press release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
For More Information:
Investor Inquiries: Susan Blum