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| MDCO > SEC Filings for MDCO > Form 8-K on 2-Mar-2009 | All Recent SEC Filings |
2-Mar-2009
Entry into a Material Definitive Agreement
• If the Company or an affiliate of the Company obtains final approval from the Food and Drug Administration ("FDA") for a new drug application ("NDA") for oritavancin for the treatment of cSSSI on or before the date that is 40 months after the date the first patient is enrolled in a Phase III Trial of cSSSI (provided such date is not later than December 31, 2013), an amount equal to $0.50 per CPR will become payable to holders of CPRs (the "FDA CPR Payment").
• If the Company or an affiliate of the Company obtains final FDA approval for an NDA for the use of oritavancin for the treatment of cSSSI administered by a single dose intravenous infusion on or before the date that is 40 months after the date the first patient is enrolled in a Phase III Trial of cSSSI (provided such date is not later than December 31, 2013), an amount equal to $0.70 per CPR will become payable to holders of CPRs. This payment may become payable simultaneously with the FDA CPR Payment.
• If aggregate Net Sales (as defined in the CPR Agreement) for oritavancin in four consecutive calendar quarters ending on or before December 31, 2021 reach or exceed $400,000,000, an amount equal to $2.35 per CPR will become payable to holders of CPRs.
The foregoing description is qualified in its entirety by reference to the full text of the CPR Agreement, a copy of which is filed with this current report as Exhibit 99.1 and is incorporated herein by reference. Item 2.01. Completion of Acquisition or Disposition of Assets On February 25, 2009, the Company completed its acquisition of all of the outstanding shares of common stock, par value $0.0001 per share, of Targanta Therapeutics Corporation ("Targanta"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 12, 2009,
among the Company, Targanta and Boxford Subsidiary Corporation (the "Merger
Sub"), a wholly owned subsidiary of the Company. The Company's acquisition of
the capital stock of Targanta was structured as a two-step transaction, with a
tender offer made through the Merger Sub for all of the outstanding shares of
Targanta common stock (the "Offer") followed by a merger of Merger Sub with and
into Targanta (the "Merger"), with Targanta becoming the surviving corporation
and a wholly owned subsidiary of the Company.
The initial offering period of the Offer expired at 12:00 midnight, New York
City time, at the end of Tuesday, February 24, 2009. On February 25, 2009, the
Company, through the Merger Sub, accepted for purchase all shares that were
validly tendered and not properly withdrawn and entered into the CPR Agreement.
Targanta stockholders who validly tendered and did not properly withdraw their
shares will promptly receive the Offer consideration consisting of (1) $2.00 per
share, net to the seller in cash, plus (2) the contractual right to receive up
to an additional $4.55 per share in contingent cash payments if specified
regulatory and commercial milestones are achieved within agreed upon time
periods, pursuant to the Merger Agreement.
A copy of the press release announcing the completion of the Offer was filed by
the Company with the SEC as an exhibit to its Schedule TO Amendment No. 5 on
February 25, 2009.
Following the acceptance for purchase of the shares, on February 25, 2009,
pursuant to the terms and conditions of the Merger Agreement, the Merger Sub was
merged with and into Targanta and each remaining outstanding share of Targanta
common stock (other than (1) any shares held by Targanta as treasury stock or
owned by the Company, the Merger Sub or any subsidiary of Targanta, the Company
or the Merger Sub and (2) any shares held by a holder who did not vote in favor
of or consent to the Merger and who properly demands and perfects his, her or
its right to be paid the fair value of such shares in accordance with Delaware
law) was automatically cancelled and converted into the right to receive the
same consideration per share paid in the Offer.
The total consideration to be paid for the shares of Targanta in the Offer and
the Merger, including fees and expenses, consists of approximately $50 million
in cash plus contractual rights to receive up to an additional $95.5 million in
the aggregate in contingent cash payments if specified regulatory and commercial
milestones are achieved within agreed upon time periods. Any contingent cash
payments will be paid in accordance with the terms of the CPR Agreement.
A copy of the press release announcing the completion of the acquisition is
filed with this current report as Exhibit 99.3.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 calendar days after the date upon which this current report
on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be
filed by amendment within 71 calendar days after the date upon which this
current report on Form 8-K must be filed.
(d) Exhibits.
See the Exhibit Index attached to this report.
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