- Mayne Pharma gains exclusive U.S.
commercialization rights for TXMD’s products and acquires certain
assets -
- TXMD received approximately $153.1 million at
closing; portion of proceeds used to repay all outstanding
indebtedness under Sixth Street facility and redeem all outstanding
preferred equity -
- TXMD is eligible to receive up to $30.0
million in milestone payments and a minimum of $42.6 million in
royalty payments -
TherapeuticsMD, Inc. (NASDAQ: TXMD) (“TherapeuticsMD,” “TXMD” or
the “Company”), an innovative, leading women’s healthcare company,
today announced that it has completed its previously announced
transaction with Mayne Pharma Group Limited (“Mayne Pharma”), an
ASX-listed specialty pharmaceutical company focused on
commercializing novel and generic pharmaceuticals, pursuant to
which TXMD granted Mayne Pharma an exclusive license to
commercialize TXMD’s products in the United States. In addition,
TXMD sold certain assets to Mayne Pharma to enable it to
commercialize the products.
Total consideration paid to TXMD included an upfront cash
payment of $140.0 million for the license grant and sale of certain
assets, plus an additional approximately $13.1 million for the
acquisition of net working capital and prepaid royalties. In
addition, TXMD is eligible to receive up to $30.0 million in
milestone payments as well as royalties on net sales of between
7.5% and 8.0%, for a period of 20 years, with minimum annual
royalties of $3.0 million per year for 12 years, adjusted for
inflation at an annual rate of 3%, subject to certain further
adjustments. The approximately $1.0 million in prepaid royalties
paid at closing will reduce the first four quarterly royalty
payments that would have otherwise been payable to TXMD.
The Company used a portion of the proceeds to repay all
obligations under the Company’s Financing Agreement with Sixth
Street Specialty Lending, Inc. In addition, the Company also
redeemed all 29,000 outstanding shares of its Series A Preferred
Stock at a purchase price of $1,333 per share and paid certain
affiliates of Rubric Capital Management LP (“Rubric”) approximately
$3.0 million as a make-whole payment pursuant to the subscription
agreements previously entered into between the Company and
Rubric.
"We are pleased to have completed this transaction with Mayne
Pharma, which enabled us to repay our debt, redeem our preferred
stock and provide our common shareholders with value from ongoing
royalty revenue streams for decades to come," said The Honorable
Tommy Thompson, Executive Chairman of TherapeuticsMD. “With their
experience and commercial capabilities, we are confident that Mayne
Pharma will be a good steward of our products.”
In connection with the closing of the transaction, Mr. Paul M.
Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C.
Russell resigned from the Company’s board of directors. In
addition, Mr. Marlan Walker, the Company’s General Counsel, was
appointed as the Company’s Principal Executive Officer, succeeding
Dr. Brian Bernick and Mr. Mark Glickman.
Advisors
Greenhill & Co., LLC served as financial advisor and DLA
Piper LLP (US) served as legal counsel to TherapeuticsMD.
About TherapeuticsMD, Inc.
TherapeuticsMD, Inc. is an innovative, leading healthcare
company, focused on developing and commercializing novel products
exclusively for women. TherapeuticsMD’s products are designed to
address the unique changes and challenges women experience through
the various stages of their lives with a therapeutic focus in
family planning, reproductive health, and menopause management.
TherapeuticsMD is committed to advancing the health of women and
championing awareness of their healthcare issues. To learn more
about TherapeuticsMD, please visit https://www.therapeuticsmd.com/
or follow us on Twitter: @TherapeuticsMD and on Facebook:
TherapeuticsMD.
Cautionary Notes Regarding Forward Looking Statements
Certain statements in this communication, including, without
limitation, statements regarding expectations with regard to the
financial impact of the transaction on the Company, future
potential milestone and royalty payments, plans and objectives, and
management’s beliefs, expectations or opinions, may contain
forward-looking information within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements relate to future, not past, events and often address
expected future actions and expected future business and financial
performance. Forward-looking statements may be identified by the
use of words such as “believe,” “will,” “should,” “estimate,”
“anticipate”, “potential,” “expect,” “intend,” “plan,” “may,”
“subject to,” “continues,” “if” and similar words and phrases.
These forward-looking statements are not guarantees of future
events and involve risks, uncertainties and assumptions that are
difficult to predict.
Actual results, developments and business decisions may differ
materially from those expressed or implied in any forward-looking
statements as a result of numerous factors, risks and uncertainties
over which the Company has no control. Important factors that could
cause actual results, developments and business decisions to differ
materially from forward-looking statements are described in the
sections titled "Risk Factors" in the company’s filings with the
Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as
well as reports on Form 8-K, and include the following: Whether
Mayne Pharma will be successful at commercializing the licensed and
acquired products; whether the company is successful in winding
down its operations and the costs associated therewith, including
the company’s ability to obtain any additional financing necessary
therefor; the company’s ability to remain listed on Nasdaq; the
impact of product liability lawsuits; the impact of leadership
transitions; and the volatility of the trading price of the
company’s common stock.
Forward-looking statements reflect the views and assumptions of
management as of the date of this communication with respect to
future events. The Company does not undertake, and hereby
disclaims, any obligation, unless required to do so by applicable
laws, to update any forward-looking statements as a result of new
information, future events or other factors. The inclusion of any
statement in this communication does not constitute an admission by
the Company or any other person that the events or circumstances
described in such statement are material.
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version on businesswire.com: https://www.businesswire.com/news/home/20230103005218/en/
Lisa M. Wilson In-Site Communications, Inc. 212-452-2793
lwilson@insitecony.com
TherapeuticsMD 561-961-1900 IR@TherapeuticsMD.com
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