Melinta Therapeutics, Inc. (NasdaqGS:MLNT) entered into a definitive agreement to acquire infectious disease business from The Medicines Company (NasdaqGS:MDCO) for approximately $300 million on November 28, 2017. The purchase price consists of $165 million in cash and approximately 3.3 million shares of Melinta common stock. Additional payments include $25 million to be paid on the twelve and eighteen month anniversaries of the closing date, royalty payments and assumption by Melinta of royalty, milestone and other payment obligations relating to those products. The acquisition includes the purchase of global rights for Vabomere, Orbactiv and Minocin IV and the business unit supporting those products. Additionally, the agreement includes the purchase of global rights for three marketed products and the business supporting those products and The Medicines Company's rights to receive royalty payments are transferable to a third party. The transaction will be funded through debt and equity. Deerfield Management Company, L.P. and certain funds managed by Deerfield will provide total of $190 million in debt and equity financing. Melinta will have the option to draw up to $50 million of debt within 24 months of the closing of the transaction subject to achieving certain sales thresholds. In addition to the funding from Deerfield, certain investors are committed to make a $30 million equity investment at closing. These funds will be used to fund the initial cash acquisition price of $165 million and to retire existing company debt of $40 million. The Medicines Company also received binding commitment from an affiliate of Deerfield to provide $100 million credit facility for working capital purposes and other general corporate purposes. These financings are subject to the terms and conditions of the commitment letters entered into by Deerfield with each of Melinta and The Medicines Company.

The transaction is subject to satisfaction of customary closing conditions, including Melinta stockholder approval and termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction was unanimously approved by Melinta's Board of Directors. Additionally, Melinta stockholders holding approximately 52% of the outstanding common stock have executed voting agreements agreeing to vote their shares in favor of the transaction. The transaction is expected to close in the first quarter of 2018. The transaction is expected to close in early first quarter of 2018. Gordon Caplan and Sean of Willkie Farr & Gallagher LLP acted as legal counsel to Melinta, Christopher Hite and Ben Carpenter of Citigroup Inc. acted as financial advisor to the Medicines and Gregory Patti, Andrew Alin, Jeffrey Nagle, William Mills, III, David Teigman, Linda Swartz, Edward Wei, Gianna Sagan, Lindsey Kister, Matthew Sadofsky, Michael Lynch, Peter Bariso and Tyler Carson of Cadwalader, Wickersham & Taft LLP acted as legal advisor to The Medicines. Kristopher Ring, Jonathan Weiner, Jill Darrow and Irina Miranescu of Katten Muchin Rosenman LLP acted as legal advisor to Deerfield.JP Morgan acted as financial advisor to The Medicines Company.

Melinta Therapeutics, Inc. (NasdaqGS:MLNT) completed the acquisition of infectious disease business from The Medicines Company (NasdaqGS:MDCO) on January 5, 2018.