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, today announced it will be
participating in two upcoming investor conferences.
- The Morgan Stanley 15th Annual Global Healthcare Conference at
the Grand Hyatt New York, September 12, 2017 at 8:00 a.m. ET
- The Ladenburg Thalmann 2017 Healthcare Conference at the
Sofitel New York, September 26, 2017 at 4:00 p.m. ET
A live audio webcast of the presentations will
be available on the company website at
http://investor.cempra.com/events.cfm. Listeners are encouraged to
visit the site prior to the scheduled presentation to register,
download and install any necessary audio software. An archive of
the webcasts will be made available online on the investor
relations section of the company website at www.cempra.com once a
transcript of the event has been filed with the U.S. Securities and
Exchange Commission (SEC).
Update on Proposed Merger with Melinta
Therapeutics
As described in the press release announcing the
proposed merger, Cempra and Melinta will work together through a
joint selection committee to identify the CEO leadership of the
combined company, who will be able to build on strong experience
and the shared vision of the board to continue growing one of the
world’s leading anti-infectives companies. An executive search firm
has been retained to identify the CEO for the combined company and
the search is ongoing.
Cempra has filed a preliminary proxy statement
(which is subject to review by the SEC) related to the proposed
merger with Melinta.
The preliminary proxy statement includes
significant additional information, including:
- A description of the financial and strategic rationale for the
transaction
- Details on the background of the merger, including a
description of the comprehensive process conducted to evaluate
potential strategic opportunities
- Information on the combined company’s potential market
opportunities and commercial and business strategies
- Information on how stockholders can vote
Based on the additional information provided in
the preliminary proxy statement, David Zaccardelli, Pharm.D.,
acting chief executive officer of Cempra, together with management
from Cempra and Melinta, plan to review the key financial and
strategic rationale for the merger and describe the vision for the
combined company’s success at the upcoming Morgan Stanley and
Ladenburg conferences.
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 Melinta Therapeutics
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. The company is
headquartered in New Haven, CT with offices in Lincolnshire, IL.
Visit www.melinta.com for more information.
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, including our ability to file an
effective proxy statement in connection with the proposed merger
and other contemplated transactions, 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 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
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 preliminary
proxy statement filed with the SEC on September 7, 2017 in
connection with the proposed merger and will be set forth in other
materials to be filed with the SEC. 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 preliminary proxy statement filed
with the SEC on September 7, 2017 in connection 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 will be filed with the SEC and will be
mailed to Cempra’s stockholders seeking any 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.
Company Contact:
John Bluth
Cempra, Inc.
+1 984 209 4534
jbluth@cempra.com
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