On June 24, 2019, The Medicines Company (the “Company”) issued a press release announcing the launch of a public offering of $150.0 million of shares of its Common Stock (the “Offering”). On June 25, 2019, the Company issued a press release announcing the pricing of the Offering at a public offering price of $33.00 per share for 4,545,455 shares of its common stock. The net proceeds from the Offering will be used to fund the Company’s development of inclisiran and for general corporate purposes. In addition, the underwriters were granted a 30-day option to purchase from the Company up to an additional 681,818 shares of Common Stock.

On June 28, 2019, the Company closed the Offering. In connection with the Offering, the underwriters exercised their option to purchase an additional 681,818 shares of Common Stock. The Company received net proceeds from the Offering, after deducting estimated Offering expenses payable by the Company, of approximately $161,900,000.

A copy of the Company’s launch press release is attached hereto as Exhibit 99.1. A copy of the Company’s pricing press release is attached hereto as Exhibit 99.2.

The information included in Item 7.01 of this Current Report on Form 8-K, including the exhibits attached hereto, is furnished solely to Item 7.01 of this Current Report on Form 8-K. Consequently, it is not deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Act of 1933, as amended; or the Exchange Act if such subsequent filing specifically references this Item 7.01 of this Current Report on Form 8-K.

Item 8.01. Other Events.

In connection with the Offering, on June 25, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters thereunder. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Underwriting Agreement, and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference into this report.

The legality opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP is attached hereto as Exhibit 5.1 and is incorporated by reference into this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

MEDICINES CO /DE Exhibit
EX-1.1 2 eh1900872_ex0101.htm EXHIBIT 1.1 EXHIBIT 1.1 THE MEDICINES COMPANY 4,…
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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.