PAOLI, Pa., Dec. 29, 2016 (GLOBE NEWSWIRE) -- TetraLogic Pharmaceuticals Corporation (TLOG) (“TetraLogic” or “Company”) and its wholly-owned subsidiary TetraLogic Research and Development Corporation (“TDRC”) today announced that they have completed the sale to Medivir AB (Nasdaq Stockholm:MVIR) (“Medivir”) of their SMAC mimetic program, including their clinical stage asset birinapant, and their topical HDAC inhibitor, remetinostat (SHAPE), to Medivir (the “Sale”) for a purchase price of (i) $12 million payable in cash at closing plus (ii) milestone payments of up to $153 million based on the development and commercialization of TetraLogic’s product candidates by Medivir subject to certain conditions and limitations described in the Asset Purchase Agreement for the Sale and (iii) additional earn-out payments based on annual net sales of birinapant, subject to certain conditions and limitations described in the Asset Purchase Agreement for the Sale as follows:
•the Company will be entitled to 5% of annual net sales from $0 to $500,000,000;
•the Company will be entitled to 7.5% of annual net sales from $500,000,000 to $1,000,000,000; and
•the Company will be entitled to 10% of annual net sales above $1,000,000,000. •Medivir also assumed certain assumed liabilities.
The transaction was approved by the holders of TetraLogic’s outstanding convertible debt (the “Senior Notes”) and by a vote of TetraLogic’s stockholders holding a majority of the shares eligible to vote, at a stockholders’ meeting held on December 29, 2016.
Under its agreement with the holders of Senior Notes, the Company will use the $12 million cash proceeds received at closing of the Sale to redeem $12 million in aggregate principal amount of the Senior Notes then outstanding. The holders of the Senior Notes have also agreed to extend the maturity date of the Senior Notes to June 15, 2024 and to receive interest payments in additional Senior Notes in lieu of cash.
The Company has voluntarily delisted its Common Stock, from The Nasdaq Global Market and deregistered its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.
In connection with the completion of the Sale, Mr. J. Kevin Buchi, Dr. Mary Ann Gray, Mr. Michael Kishbauch, Mr. Paul Schmitt and Dr. Andrew Pecora each resigned as a member of the Board of Directors of the Company, effective December 30, 2016. The resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Additionally, effective December 30, 2016, Mr. J. Kevin Buchi resigned as Chief Executive Officer of the Company, Mr. Richard Sherman resigned as Senior Vice President, Secretary and General Counsel of the Company, Mr. Patrick Hutchison resigned as Chief Financial Officer and Treasurer of the Company and Dr. Tony Meehan resigned as Chief Operating Officer of the Company. In connection with their resignation, each officer entered into a settlement and release agreements pursuant to which each received a lump sum settlement in the aggregate amount previously disclosed in the Company’s Form 8-K filed on November 14, 2016.
Forward-Looking Statements
Some of the statements in this press release and other written and oral statements made from time to time by TetraLogic and its representatives are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding cost savings and other benefits expected to be derived from the delisting and deregistration and the intent and belief or current expectations of TetraLogic and its management team. Such statements may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “should”, “seek”, the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of TetraLogic’s filings with the SEC, including TetraLogic’s Form 10-K for the year ended December 31, 2015 and the Company’s Form 10-Q for the quarter ended September 30, 2016, for information regarding risk factors that could affect TetraLogic’s results. The forward-looking statements contained in this press release speak only as of the date of this press release and TetraLogic undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this press release, unless required by law.
