Melinta Announces Termination of Merger Agreement for Tetraphase

Melinta Therapeutics announced pursuant to the Agreement and Plan of Merger by and among Melinta, Toronto Transaction Corp. (Purchaser) and Tetraphase Pharmaceuticals dated as of June 4, 2020 (Merger Agreement), has terminated the previously announced cash tender offer to acquire all of the outstanding shares of common stock of Tetraphase (Offer).

On June 19, 2020, Tetraphase gave written notice to Melinta and Purchaser that it received a proposed offer from La Jolla Pharmaceutical to acquire Tetraphase for $43.0 million in cash, plus an additional $16.0 million in cash potentially payable under contingent value rights to be issued in the transaction. On June 21, 2020, the Tetraphase Board of Directors determined that the proposal constituted a “Superior Offer” as defined in the Merger Agreement. Tetraphase publicly announced the La Jolla Proposal on June 22, 2020.

On June 24, 2020, Tetraphase paid Melinta the termination fee of $1,150,000 required under the Merger Agreement and Melinta and Tetraphase terminated the Merger Agreement.

In accordance with Section 1.1(e) of the Merger Agreement, Melinta and Purchaser will irrevocably and unconditionally terminate the Offer. None of the Shares were purchased in the Offer and as a result of such termination, all of the Shares previously tendered will be promptly returned to the holders thereof, and no consideration will be paid to holders who have tendered their Shares in connection with the Offer.