Melinta Therapeutics, Inc., a privately held company developing and
commercializing novel antibiotics to treat serious bacterial
infections, and Cempra, Inc. (Nasdaq:CEMP) today announced that
their joint chief executive officer (CEO) selection committee has
selected Dan Wechsler to be president and CEO and a member of the
board of directors of the combined company.
Mr. Wechsler is a seasoned pharmaceutical
executive with more than 25 years of healthcare experience across
multiple companies and geographies, and a proven record of
strategic, operational and commercial success. His notable
antibiotics experience includes the commercialization of Zyvox
(linezolid), an antibiotic that achieved blockbuster
status.
Mr. Wechsler started his career with The Upjohn
Company selling antibiotics and other pharmaceutical
products. He subsequently led the team at Pharmacia
Corporation that launched Zyvox until the company’s acquisition by
Pfizer and has held senior positions at Pfizer Inc, Schering-Plough
Corporation and Merck & Co. In 2010, Mr. Wechsler joined
Bausch + Lomb Incorporated as executive vice president and global
president of pharmaceuticals, where he led a greater than one
billion dollar global pharmaceutical business prior to the sale of
the company to Valeant Pharmaceuticals for $8.7 billion. Most
recently, Mr. Wechsler served as president and CEO of Smile Brands,
Inc. until its sale in 2016, at which time he joined Welsh, Carson,
Anderson & Stowe as an operating partner. He holds a
master’s degree from the University of Rochester and a bachelor’s
degree from the State University of New York at Brockport.
“We are delighted to welcome Dan Wechsler as CEO
of the combined company. Dan’s deep antibiotics knowledge and
extensive commercial and operational experience will be invaluable
to the successful launch of Baxdela and the continued progression
the company’s market-leading anti-infective pipeline of assets,”
said Thomas Koestler, PhD, chairman of the board of directors of
Melinta.
“The joint committee conducted a
thorough search process that attracted many high caliber
candidates. We are very pleased to have
chosen Dan and believe his outstanding leadership,
track record of success and keen focus on execution will serve
the combined company well as we transition into the next
stage of growth and innovation,”
said Garheng Kong, MD, PhD, chairman of the board of
directors of Cempra.
“I am thrilled to join Melinta at this exciting
time in its transformation into a commercial-stage organization,”
said Mr. Wechsler. “ The combined company will have an exceptional
platform of innovative assets, including commercial, clinical and
preclinical stage anti-infective programs geared to meet major
unmet medical needs in the treatment of serious infections. I
look forward to working with the members of the board, the
management team, and all of the employees of the company to serve
patients, create shareholder value and contribute to the future
success of Melinta,” he added.
Mr. Wechsler’s appointment as president and CEO
is subject to and effective upon the closing of the merger between
Melinta and Cempra. Mr. Wechsler's appointment as a member of the
board of directors of the combined company is subject to the
closing of the merger and will be effective ten days following the
filing of the supplemental information statement on Schedule 14f-1
relating to Mr. Wechsler. As previously announced, the Cempra
shareholder vote on the merger is scheduled for November 3, 2017
and the parties expect to close the merger as promptly as
practicable thereafter. The combined company will keep the name
Melinta Therapeutics upon the closing of the merger.
About Melinta Therapeutics,
Inc.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 for use
in the treatment of acute bacterial skin and skin structure
infections (ABSSSI). Melinta is also committed to developing,
through the application of Nobel Prize-winning science, a new class
of antibiotics designed to overcome the multi- and
extremely-drug-resistant pathogens for which there are few to no
options, known collectively as ESKAPE pathogens (Enterococcus
faecium, Staphylococcus aureus, Klebsiella pneumoniae,
Acinetobacter baumannii, Pseudomonas aeruginosa, Enterobacter
species and Escherichia coli), which cause the majority of
life-threatening hospital infections. Melinta Therapeutics is
privately held and backed by Vatera Healthcare Partners
(www.vaterahealthcare.com) and Malin Corporation plc
(www.malinplc.com), among other private investors. In August,
Melinta announced its entry into a merger agreement with Cempra,
Inc. (Nasdaq:CEMP). The company is headquartered in New
Haven, CT with offices in Lincolnshire, IL. Visit
www.melinta.com for more information.
About Cempra, Inc.Cempra, Inc.
is a clinical-stage pharmaceutical company focused on developing
differentiated anti-infectives for acute care and community
settings to meet critical medical needs in the treatment of
infectious diseases. Cempra's two lead product candidates are
currently in advanced clinical development. Solithromycin has been
evaluated in two Phase 3 clinical trials for community-acquired
bacterial pneumonia (CABP). Cempra is currently seeking approval
for CABP for both intravenous and oral capsule formulations from
the U.S. Food and Drug Administration. Solithromycin is licensed to
strategic commercial partner Toyama Chemical Co., Ltd., a
subsidiary of FUJIFILM Holdings Corporation, for certain exclusive
rights in Japan. Cempra is contracted with BARDA for the
development of solithromycin for pediatric use and has commenced
enrollment in a global Phase 2/3 trial to evaluate the safety and
efficacy of solithromycin versus standard of care antibiotics in
children and adolescents from two months to 17 years of age.
Solithromycin is also in development for uncomplicated urogenital
urethritis caused by Neisseria gonorrhoeae or chlamydia. Fusidic
acid is Cempra's second product candidate, which has completed a
Phase 3 trial comparing fusidic acid to linezolid in patients with
ABSSSI. Cempra also has an ongoing exploratory study of fusidic
acid for chronic oral treatment of refractory infections in bones
and joints. Both products seek to address the need for new
treatments targeting drug-resistant bacterial infections in the
hospital and in the community. Cempra is also studying
solithromycin for ophthalmic conditions and has synthesized novel
macrolides for non-antibiotic uses such as the treatment of chronic
inflammatory diseases, endocrine diseases and gastric motility
disorders. Cempra was founded in 2006 and is headquartered in
Chapel Hill, N.C. For additional information about Cempra please
visit www.cempra.com.
About the MergerOn August 9,
2017, Melinta Therapeutics, Inc. and Cempra, Inc. (Nasdaq:CEMP), a
clinical-stage pharmaceutical company focused on developing
differentiated anti-infectives for acute care and community
settings to meet critical medical needs in the treatment of
infectious diseases, announced the companies had entered a
definitive agreement under which Melinta will merge with a
subsidiary of Cempra. The merger is expected to create a
NASDAQ-listed company committed to discovering, developing and
commercializing important anti-infective therapies for patients and
physicians in areas of significant unmet need. The combined
company will have an extensive pipeline, including U.S. Food and
Drug Administration (FDA) approved Baxdela, clinical and
preclinical anti-infectives programs in development across several
indications, and an innovative platform based on Nobel
Prize-winning science. The merger is subject to Cempra
shareholder approval, with a shareholder vote scheduled for
November 3, 2017. For additional information about Cempra please
visit www.cempra.com.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
merger and other contemplated transactions (including statements
relating to satisfaction of the conditions to and consummation of
the proposed merger, the expected ownership of the combined company
and the alternatives to the proposed merger) constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
and are usually identified by the use of words such as
“anticipates,” “believes,” “estimates,” “expects,” “intends,”
“may,” “plans,” “projects,” “seeks,” “should,” “will,” and
variations of such words or similar expressions. We intend these
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act and Section 21E of the Securities Exchange
Act and are making this statement for purposes of complying with
those safe harbor provisions. These forward-looking statements
reflect our current views about our plans, intentions,
expectations, strategies and prospects, which are based on the
information currently available to us and on assumptions we have
made. Although we believe that our plans, intentions, expectations,
strategies and prospects as reflected in or suggested by those
forward-looking statements are reasonable, we can give no assurance
that the plans, intentions, expectations or strategies will be
attained or achieved. Furthermore, actual results may differ
materially from those described in the forward-looking statements
and will be affected by a variety of risks and factors that are
beyond our control.
Risks and uncertainties for Cempra and Melinta and of the
combined company include, but are not limited to: inability
to complete the proposed merger and other contemplated
transactions; liquidity and trading market for shares prior to and
following the consummation of the proposed merger; costs and
potential litigation associated with the proposed merger; failure
or delay in obtaining required approvals by the SEC or any other
governmental or quasi-governmental entity necessary to consummate
the proposed merger, which may also result in unexpected additional
transaction expenses and operating cash expenditures on the
parties; failure to obtain the necessary stockholder approvals or
to satisfy other conditions to the closing of the proposed merger
and the other contemplated transactions; a superior proposal being
submitted to either party; failure to issue Cempra common stock in
the proposed merger and other contemplated transactions exempt from
registration or qualification requirements under applicable state
securities laws; risks related to the costs, timing and regulatory
review of the combined company’s studies and clinical trials,
including its ability to address the issues identified by the FDA
in the complete response letter relating to Cempra’s new drug
applications for solithromycin for community acquired bacterial
pneumonia; uncertainties in obtaining successful clinical results
for product candidates and unexpected costs that may result
therefrom; inability or the delay in obtaining required regulatory
approvals for product candidates, which may result in unexpected
cost expenditures; failure to realize any value of certain product
candidates developed and being developed, in light of inherent
risks and difficulties involved in successfully bringing product
candidates to market; inability to develop new product candidates
and support existing products; inability to commercialize and
launch any product candidate that receives regulatory approval,
including Baxdela; the combined company’s anticipated capital
expenditures, its estimates regarding its capital requirements and
its need for future capital; uncertainties of cash flows and
inability to meet working capital needs; cost reductions that may
not result in anticipated level of cost savings or cost reductions
prior to or after the consummation of the proposed merger; the
approval by the FDA and EMA and any other similar foreign
regulatory authorities of other competing or superior products
brought to market; risks resulting from unforeseen side effects;
risk that the market for the combined company’s products may not be
as large as expected; inability to obtain, maintain and enforce
patents and other intellectual property rights or the unexpected
costs associated with such enforcement or litigation; inability to
obtain and maintain commercial manufacturing arrangements with
third party manufacturers or establish commercial scale
manufacturing capabilities; loss of or diminished demand from one
or more key customers or distributors; unexpected cost increases
and pricing pressures; the possibility of economic recession and
its negative impact on customers, vendors or suppliers; and risks
associated with the possible failure to realize certain benefits of
the proposed merger, including future financial, tax, accounting
treatment, and operating results. Many of these factors that
will determine actual results are beyond Cempra’s, Melinta’s, or
the combined company’s ability to control or predict.
Other risks and uncertainties are more fully described in our
Annual Report on Form 10-K for the year ended December 31, 2016, as
amended by Form 10-K/A filed with the SEC on April 13, 2017, and in
other filings that Cempra makes and will make with the SEC in
connection with the proposed transactions, including the proxy
statement described below under “Important Information and Where to
Find It.” Existing and prospective investors are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The statements made in this
press release or presentation speak only as of the date stated
herein, and subsequent events and developments may cause our
expectations and beliefs to change. While we may elect to update
these forward-looking statements publicly at some point in the
future, we specifically disclaim any obligation to do so, whether
as a result of new information, future events or otherwise, except
as required by law. These forward-looking statements should not be
relied upon as representing our views as of any date after the date
stated herein.
Important Information and Where to Find It
Cempra and Melinta and certain of their directors and executive
officers may become participants in solicitation of proxies from
Cempra stockholders in connection with the proposed transactions.
Additional information regarding persons who may, under the rules
of the SEC, be deemed to be participants in the solicitation of
Cempra stockholders in connection with the proposed merger, and a
description of their direct and indirect interest, whether as
security holders, directors or employees of Cempra or Melinta or
otherwise, which may be different from those of Cempra stockholders
generally, is set forth in the definitive proxy statement filed
with the SEC on October 5, 2017 in connection with the proposed
merger. You can find information about Cempra’s directors and
executive officers in Cempra’s Annual Report on Form 10-K for the
year ended December 31, 2016 filed with the SEC on February 28,
2017, as amended by Form 10-K/A filed with the SEC on April 13,
2017, and in the definitive proxy statement filed with the SEC on
October 5, 2017 in connection with the proposed merger.
Each of Cempra’s directors, Garheng Kong, David Zaccardelli,
Richard Kent, David Gill, Dov A. Goldstein, John H. Johnson, P.
Sherrill Neff and Michael Dougherty; Cempra’s executive officers
Mark W. Hahn (Executive Vice President and Chief Financial
Officer), David Oldach (Chief Medical Officer) and John Bluth
(Executive Vice President, Investor Relations and Corporate
Communications); Melinta’s directors, Eugene Sun, Thomas Koestler,
Erik Akhund, Kevin Ferro, Cecilia Gonzalo, Christopher Kiritsy,
Pedro Lichtinger, Sean Murphy and John E. Sununu; and
Melinta’s executive officers, John Temperato (President and Chief
Operating Officer) and Paul Estrem (Chief Financial Officer); and
Cempra’s proxy solicitor, Georgeson LLC; may be deemed
“participants” in the solicitation of proxies from the Cempra
stockholders in connection with the proposed
transactions.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. A definitive proxy statement and a
proxy card were filed with the SEC on October 5, 2017 and mailed to
Cempra’s stockholders on or about the same date, seeking required
stockholder approvals in connection with the proposed
transactions. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT CEMPRA HAS FILED OR WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
Stockholders may obtain, free of charge, copies of the proxy
statement and any other documents filed by Cempra with the SEC in
connection with the proposed transactions at the SEC’s website
(http://www.sec.gov), at Cempra’s website
(http://investor.cempra.com/), or by writing to the Secretary,
Cempra, Inc. at 6320 Quadrangle Drive, Suite 360, Chapel Hill,
North Carolina 27517.
For More Information:Lyn BaranowskiMelinta
Therapeutics, Inc.(203) 848-3346news@melinta.com
John BluthCempra, Inc.(984) 209-4534jbluth@cempra.com
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