Cempra’s merger with Melinta


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

elinta Therapeutics, Inc., a privately held company focused on discovering, developing and commercializing novel antibiotics to treat serious bacterial infections, announced that it has entered into a definitive agreement to merge with Cempra, Inc., a publicly traded NASDAQ company focused on developing differentiated anti-infectives for acute care and community settings to meet critical medical needs in the treatment of infectious diseases. Melinta’s shareholders, including its majority shareholder and Willkie client Vatera Healthcare Partners, will own a majority of the combined company. 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.

In June 2017, the U.S. Food and Drug Administration (FDA) approved Melinta product Baxdela in adults for the treatment of acute bacterial skin and skin structure infections (ABSSSI) caused by susceptible bacteria. Baxdela is a fluoroquinolone that exhibits activity against both gram-positive and gram-negative pathogens, including MRSA (methicillin-resistant Staphylococcus aureus), and is indicated to start patients on either intravenous (IV) or oral formulations. Baxdela has been designated a Qualified Infectious Disease Product (QIDP) by the FDA and as such, qualifies for an additional five years of marketing exclusivity to be added to the five year exclusivity period provided by the Food, Drug, and Cosmetic Act. Melinta is also evaluating Baxdela in an ongoing Phase 3 study in patients with community-acquired bacterial pneumonia (CABP) and plans to initiate a clinical trial in patients with complicated urinary tract infections (cUTI). Baxdela is not currently FDA approved for the treatment of CABP or cUTI. The merger lays a strong foundation for the launch of Baxdela.

Vatera Healthcare Partners is the dedicated healthcare venture capital and private equity investing arm of Vatera Holdings LLC. Vatera Healthcare Partners seeks to identify and develop best-in-class therapies to treat unmet medical needs and improve patients’ lives.

Willkie represents Melinta Therapeutics, Inc. with Gordon Caplan (Picture), Sean Ewen, Michael Katz, Thomas Meloro, Christopher Peters, Jeffrey Goldfarb, Jeffrey Daniel, David Blassberger, Richard Hevier, Andrew Marmer, Karolina Majewski, Rose Ohanesian, Rachel Dooley, Alexandra Awai and Yaniv Maman.

The Skadden team includes: M&A partner Graham Robinson and associates Jennifer Kamocsay, Nathaniel Adams and Ryan Melvin(New York); Tax partner Moshe Spinowitz; Executive Compensation and Benefits counsel Timothy F. Nelson; Intellectual Property and Technology partner Matthew Zisk (New York); and M&A associate Rogan Nunn.

Involved fees earner: Gordon Caplan – Willkie Farr & Gallagher; Sean Ewen – Willkie Farr & Gallagher; Jeffrey Daniel – Willkie Farr & Gallagher; David Blassberger – Willkie Farr & Gallagher; Richard Hevier – Willkie Farr & Gallagher; Karolina Majewski – Willkie Farr & Gallagher; Michael Katz – Willkie Farr & Gallagher; Rose Ohanesian – Willkie Farr & Gallagher; Thomas Meloro – Willkie Farr & Gallagher; Rachel Dooley – Willkie Farr & Gallagher; Alexandra Awai – Willkie Farr & Gallagher; Christopher Peters – Willkie Farr & Gallagher; Yaniv Maman – Willkie Farr & Gallagher; Jeffrey Goldfarb – Willkie Farr & Gallagher; Graham Robinson – Skadden Arps Slate Meager & Flom; Jennifer Kamocsay – Skadden Arps Slate Meager & Flom; Nathaniel Adams – Skadden Arps Slate Meager & Flom; Ryan Melvin – Skadden Arps Slate Meager & Flom; Rogan Nunn – Skadden Arps Slate Meager & Flom; Moshe Spinowitz – Skadden Arps Slate Meager & Flom; Timothy Nelson – Skadden Arps Slate Meager & Flom; Matthew Zisk – Skadden Arps Slate Meager & Flom;

Law Firms: Willkie Farr & Gallagher; Skadden Arps Slate Meager & Flom;

Clients: Melinta Therapeutics; Cempra, Inc.;