Melinta Therapeutics and Cempra Merge

11/6/17

NEW HAVEN, Conn., Nov. 06, 2017 (GLOBE NEWSWIRE) -- Melinta Therapeutics Inc. (NASDAQ:MLNT), a commercial-stage company developing and commercializing novel antibiotics to treat serious bacterial infections, announced that the company’s merger with Cempra, Inc. has closed. Melinta Therapeutics will commence trading on November 6, 2017 on the NASDAQ Global Market under the symbol "MLNT."

Melinta previously announced that Dan Wechsler has been appointed as Melinta’s new president and chief executive officer. In addition to Mr. Wechsler, the company’s executive leadership team is comprised of seven executives from Melinta and two executives from Cempra. Biographies for the management team may be found on the Melinta website.

“The successful closing of our merger with Cempra is very exciting, as it positions us with significant capital to advance our clinical and commercial efforts for our flagship product, Baxdela®, as well as drive forward our extensive pipeline of anti-infective products,” stated Mr. Wechsler. “It is a privilege to be part of Melinta and I look forward to building on the mission to discover, develop, and market life-saving antibiotics to physicians and the patients they serve.”

Concurrent with the closing of the merger, Melinta also announced that the company’s board of directors will be chaired by Kevin Ferro, co-founder of Vatera Healthcare Partners. The board will also be comprised of former board members from Melinta and Cempra as well as the addition of Jay Galeota, a pharmaceutical veteran who has held diverse key leadership positions including chief strategy and business development officer and president, emerging businesses at Merck & Co. Inc., and who is currently the president and chief operating officer of G&W Laboratories, Inc. Mr. Wechsler will also be appointed to the board. His appointment will be effective ten days following the filing of a supplemental Information Statement on Schedule 14f-1 relating to Mr. Wechsler. Biographies for the board members are listed on the Melinta website.

After giving effect to the merger, pre-closing Melinta stockholders owned, on a fully-diluted basis as calculated under the treasury stock method, approximately 51.6% of the company’s common stock and pre-closing Cempra stockholders owned approximately 48.4% of the company’s common stock.

In connection with Mr. Wechsler’s appointment, Melinta’s independent directors approved an inducement award pursuant to Rule 5635 of the NASDAQ Listing Rules to Mr. Wechsler. The inducement award consists of the grant of a stock option to purchase up to 550,981 shares of Melinta’s common stock at an exercise price equal to Friday’s closing price of the Melinta’s common stock, and the grant of restricted stock units for 183,661 shares of Melinta’s common stock. The stock option and restricted stock unit grants will become twenty-five percent vested on November 3, 2018, with the remaining shares vesting in equal monthly installments thereafter over the next three years, subject to his continuing service with Melinta through the applicable vesting dates. Vesting of the awards will be accelerated upon the occurrence of certain events as set forth in the award agreements evidencing the grants. The stock option and restricted stock units are subject to the terms of the Melinta’s 2011 Equity Incentive Plan, as amended, but were granted outside of the plan, and were granted as an inducement material to Mr. Wechsler’s accepting employment with Melinta in accordance with NASDAQ Listing Rule 5635(c)(4).

Advisors
J.P. Morgan Securities LLC served as financial advisor, and Willkie Farr & Gallagher LLP served as legal counsel to Melinta with respect to the merger. Morgan Stanley served as lead financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Wyrick Robbins Yates & Ponton LLP served as legal counsel to Cempra with respect to the transaction. Stifel also served as financial advisor to Cempra with respect to the transaction.

About Melinta Therapeutics

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 that provide new and better therapeutic solutions. Melinta’s lead product is Baxdela, an antibiotic approved by the US 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. Together, this pipeline provides Melinta with the unique ability to provide doctors 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.

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