Melinta Therapeutics Announces Termination of Merger Agreement and Tender Offer for Shares of Tetraphase

MORRISTOWN, N.J., June 24, 2020 (GLOBE NEWSWIRE) — 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 TherapeuticsSusan Blum(312) 767-0296
info@melinta.com

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Michael N. Dudley, Pharm.D.

President and Chief Executive Officer
Qpex Biopharma, Inc.

Dr. Dudley has over 30 years of experience in antiinfective drug research, development, and commercialization. In 2018, he co-founded Qpex Biopharma which raised $33M in Series A financing and acquired the preclinical infectious disease programs from The Medicines Company. He has overseen the development and regulatory approval of 3 antibiotics, most recently a beta-lactamase inhibitor combination product from a new chemical class (vaborbactam) discovered in the company laboratories. The antibiotic product Vabomere™ advanced from discovery to FDA approval in 2017 in less than 8 years. He lead the negotiation for multiple contracts from public-private partnerships (e.g., BARDA of the US Government; Innovative Medicines Initiative for the EU) for a combined total of over $190 million funding to advance antimicrobial agents in development in the US and Europe. Prior to co-founding Qpex, he was Chief Scientific Officer and co-founder of Rempex Pharmaceuticals that was acquired by the Medicines Company (MDCO) in 2013, where he remained as the co-leader of the Infectious Disease Business Unit of MDCO. Prior to Rempex, he held VP/SVP/CSO positions of increasing responsibility at the biotech companies Mpex Pharmaceuticals (acquired by Aptalis in 2011), Diversa Corporation, and Microcide Pharmaceuticals. Prior to his career in pharmaceutical industry, he held full-time academic appointments that included Professor of Pharmacy and Chairman of the Department of Pharmacy Practice at the University of Rhode Island College of Pharmacy (URI), and Adjunct Professor of Medicine, Brown University School of Medicine at Roger Williams Medical Center in Providence, RI. As an academic researcher, he conducted preclinical and clinical research in antibacterial, antifungal, and antiviral agents, including pioneering work on PK-PD approaches for several classes of antiinfectives. Dr. Dudley has published over 130 scientific papers and book chapters describing the evaluation and clinical use of antiinfective agents and treatment of infectious diseases. He has served as an invited speaker at several FDA and EMA workshops, international meetings on infectious diseases, and advisor to several companies. He has served as an Editor for the journal Antimicrobial Agents and Chemotherapy and numerous other editorial and advisory boards. He completed undergraduate work at Pepperdine University and his Doctor of Pharmacy (PharmD) from the University of California San Francisco (UCSF), completed at residency at UCSF, and a fellowship in infectious diseases at Hartford Hospital.

Melinta Therapeutics Announces Termination of Merger Agreement and Tender Offer for Shares of Tetraphase

René Russo, PharmD, BCPS

René Russo, PharmD, BCPS

Roger J. Pomerantz, M.D., F.A.C.P.

Christine Ann Miller

Graham G. Lumsden

Marco Taglietti, M.D.

Ankit Mahadevia

Jeffrey Stein, Ph.D.

Evan Loh, M.D.

Michael Dunne, M.D

Ciara Kennedy, Ph.D.

Ted Schroeder

Kevin Finney

Manos Perros, Ph.D.

David Roblin

Stephen Conafay

Christopher J. Burns, Ph.D.

Michael N. Dudley, Pharm.D.

Ramani Varanasi

Corey Fishman

Felix Faupel

Adrian Nivoliez