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TherapeuticsMD completes transaction to license its products to Mayne Pharma

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– Mayne Pharma Obtains Exclusive U.S. Marketing Rights for TXMD Products and Acquires Certain Assets –

– TXMD received approximately $153.1 million at closing; portion of the proceeds used to repay all outstanding debt under the Sixth Street facility and redeem all outstanding preferred shares –

– TXMD is eligible to receive up to $30.0 million in milestone payments and a minimum of $42.6 million in royalty payments

BOCA RATON, Florida, January 03, 2023–(BUSINESS WIRE)–TherapeuticsMD, Inc. (NASDAQ: TXMD) (“TherapeuticsMD”, “TXMD” or the “Company”), an innovative and leading women’s healthcare company, announced today that it had completed its previously announced transaction with Mayne Pharma Group Limited (“Mayne Pharma”), an ASX-listed specialty pharmaceutical company focused on the commercialization of new and generic pharmaceutical products, pursuant to which TXMD has granted Mayne Pharma an exclusive license to market TXMD’s products in the United States. Additionally, TXMD sold certain assets to Mayne Pharma to enable it to market the products.

Total consideration paid to TXMD included an upfront cash payment of $140.0 million for the licensing and sale of certain assets, plus an additional approximately $13.1 million for the acquisition of working capital net and prepaid royalties. In addition, TXMD is eligible to receive up to $30.0 million in milestone payments as well as net sales royalties 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 additional adjustments. Prepaid royalties of approximately $1.0 million paid at closing will reduce the first four quarterly royalty payments that would otherwise have 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 repurchased the outstanding 29,000 shares of its preferred stock Series A at a purchase price of $1,333 per share. and paid to certain affiliates of Rubric Capital Management LP (“Rubric”) approximately $3.0 million as a compensatory payment pursuant to subscription agreements previously entered into between the Company and Rubric.

“We are delighted to have completed this transaction with Mayne Pharma, which has allowed us to repay our debt, repurchase our preferred stock and provide our common shareholders with the value of ongoing royalty income streams for decades to come. said The Honorable Tommy Thompson, Director President of TherapeuticsMD. “With their experience and business 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 Board of Directors of the Company. In addition, Mr. Marlan Walker, the Company’s General Counsel, has been appointed as the Company’s Senior Managing Director, succeeding Dr. Brian Bernick and Mr. Mark Glickman.

Advisors

Greenhill & Co., LLC acted as financial advisor and DLA Piper LLP (USA) acted as legal advisor to TherapeuticsMD.

About TherapeuticsMD, Inc.

TherapeuticsMD, Inc. is a leading, innovative healthcare company focused on the development and commercialization of new products exclusively for women. TherapeuticsMD products are designed to address the unique changes and challenges women face through the various stages of their lives with a therapeutic focus on family planning, reproductive health, and menopause management. TherapeuticsMD is committed to advancing women’s health and promoting awareness of their health issues. To learn more about TherapeuticsMD, please visit https://www.therapeuticsmd.com/ or follow us on Twitter: @TherapeuticsMD and on Facebook: TherapeuticsMD.

Cautions Regarding Forward-Looking Statements

Certain statements contained in this communication, including, without limitation, statements regarding expectations regarding the financial impact of the transaction on the Company, potential future milestone and royalty payments, plans and objectives, and the beliefs, expectations or opinions of management, may contain forward-looking information. forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. These 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 can be identified by the use of words such as “believe”, “will”, “should”, “estimate”, “anticipate”, “potential”, “expect”, “intend”. of’, ‘plan’, ‘may’, ‘subject to’, ‘continue’, ‘if’ and similar words and expressions. 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 by the forward-looking statements due to 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 the 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 in commercializing the Licensed Products and acquired ; whether the company succeeds in terminating its operations and the costs associated therewith, including the ability of the company to obtain any additional financing necessary for this purpose; the company’s ability to remain listed on the Nasdaq; the impact of product liability lawsuits; the impact of leadership transitions; and the volatility of the Company’s common stock price.

Forward-looking statements reflect management’s beliefs and assumptions as of the date of this communication regarding future events. The Company does not undertake, and hereby disclaims, any obligation, except as required by applicable law, 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.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20230103005218/en/

contacts

Lisa M. Wilson
Onsite Communications, Inc.
212-452-2793
lwilson@insitecony.com

TherapeuticMD
561-961-1900
IR@TherapeuticsMD.com

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