The Medicines Company (NASDAQ:MDCO) Files An 8-K Completion of Acquisition or Disposition of Assets

The Medicines Company (NASDAQ:MDCO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 5, 2018, The Medicines Company, a Delaware corporation (the “Company”), completed the previously disclosed sale of its infectious disease business (the "Business"), including the products Vabomere™, Orbactiv® and Minocin® IV and line extensions thereof, and substantially all of the assets related thereto, other than certain pre-clinical assets, to Melinta Therapeutics, Inc., a Delaware corporation (“Melinta”) to the Purchase and Sale Agreement dated November 28, 2017 (the “Purchase Agreement”) by and between Melinta and the Company (the "Transaction"). At the closing of the Transaction, the Company received approximately $166.4 million and 3,313,702 shares of Melinta common stock having a market value, based on Melinta's closing share price on January 5, 2018 of approximately $54.5 million. In addition, the Company is entitled to receive (i) a cash payment payable 12 months following the closing of the Transaction equal to $25 million; (ii) a cash payment payable 18 months following the closing of the Transaction equal to $25 million; and (iii) tiered royalty payments of 5% to 25% on worldwide net sales of (a) Vabomere and (b) Orbactiv and Minocin IV collectively. The consideration for the Transaction also included the assumption by Melinta of all royalty, milestone and other payment obligations relating to Vabomere, Orbactiv and Minocin IV. The full text of the press release issued by the Company in connection with the closing of the Transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with the completion of the sale of the Business, the Company is filing as Exhibit 99.2 hereto certain pro forma financial information giving pro forma effect to the sale of the Business as of the dates indicated therein.

Item 9.01Financial Statements and Exhibits.

(b) Pro forma financial information:

Attached as Exhibit 99.2 hereto and incorporated by reference are an unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 and unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and the years ended December 31, 2016, 2015 and 2014, in each case giving pro forma effect to the sale of the Business.

(d) Exhibits:

See the ExhibitIndex attached hereto.

Exhibit Index




Press release issued by The Medicines Company on January 8, 2018

Proforma financial information

EX-99.1 2 exhibit991pressrelease.htm EXHIBIT 99.1 Exhibit EX – 99.1The Medicines Company8 Sylvan WayParsippany,…
To view the full exhibit click here

About The Medicines Company (NASDAQ:MDCO)

The Medicines Company is a global biopharmaceutical company. The Company’s marketed products include Angiomax (bivalirudin), Cleviprex (clevidipine) injectable emulsion, Ionsys (fentanyl iontophoretic transdermal system), Kengreal (cangrelor), Minocin (minocycline) for injection, and Orbactiv (oritavancin). Its pipeline of acute and intensive care hospital products in development include ABP-700, ALN-PCSsc, Carbavance and MDCO-216. It sells a ready to use formulation of Argatroban and has a portfolio of over 10 generic drugs, which is referred as acute care generic products. It sells over three acute care generic products, including midazolam, ondansetron and rocuronium. The Company’s products include Angiomax, which is a direct thrombin inhibitor; Cleviprex, which is a calcium channel blocker; Ionsys, which is a patient-controlled analgesia system; Kengreal, which is an antiplatelet agent; Minocin IV, which is a tetracycline-class antibiotic, and Orbactiv, which is an antibiotic.

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