TherapeuticsMD, Inc. (NASDAQ: TXMD) has successfully completed the previously announced transaction with Mayne Pharma Group Limited, an ASX-listed specialty pharmaceutical company. Through this agreement, TherapeuticsMD has granted Mayne Pharma exclusive license to commercialize TXMD’s products in the United States, as well as sold certain assets to facilitate the commercialization of the products. This is an exciting opportunity for both companies to expand their reach and meet the needs of women’s healthcare.
TXMD received a generous compensation package for the license grant and sale of certain assets, including an upfront cash payment of $140.0 million plus an additional $13.1 million for the acquisition of working capital and prepaid royalties. TXMD is also eligible for up to $30.0 million in milestone payments, and royalties of 7.5%-8.0% over a 20-year period, with minimum annual royalties of $3.0 million for 12 years (inflation-adjusted). The $1.0 million in prepaid royalties at closing will reduce the first four quarterly royalty payments.
The Company utilized a portion of the proceeds to repay all its outstanding debt under the Financing Agreement with Sixth Street Specialty Lending, Inc. Furthermore, the Company redeemed all its 29,000 outstanding shares of its Series A Preferred Stock at a purchase price of $1,333 per share, and to sweeten the deal, paid approximately $3.0 million to Rubric Capital Management LP affiliates as a make-whole payment.
We are delighted to have completed our transaction with Mayne Pharma, which enabled us to pay off our debt, redeem our preferred stocks, and provide our common shareholders with a long-term stream of royalty revenue. With Mayne Pharma’s extensive experience and commercial acumen, we have no doubt that they will take excellent care of our products. The Honorable Tommy Thompson, Executive Chairman of TherapeuticsMD, further commented that this transaction provides our shareholders with value that will last for decades.
Upon the successful completion of the transaction, the Company’s board of directors said goodbye to Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell. Taking over their roles is Mr. Marlan Walker, who has been appointed as the Company’s Principal Executive Officer, succeeding Dr. Brian Bernick and Mr. Mark Glickman.
TherapeuticsMD was supported by a team of advisors, with Greenhill & Co., LLC providing financial guidance and DLA Piper LLP (US) acting as legal counsel. With the expertise of these advisors, TherapeuticsMD has been able to navigate the complexities of the market and make successful decisions.
About TherapeuticsMD, Inc.
TherapeuticsMD is a revolutionary healthcare company dedicated to providing innovative solutions to the unique needs of women throughout their life stages. With a focus on family planning, reproductive health, and menopause management, TherapeuticsMD is committed to making a positive impact in the lives of women by increasing awareness and understanding of their healthcare issues. By providing the right products and services, TherapeuticsMD is empowering and enriching the lives of women around the world.
Cautionary Notes Regarding Forward Looking Statements
This communication contains forward-looking statements that address expected future events and expected future business and financial performance. These statements may include expected future actions and potential milestone and royalty payments. These forward-looking statements involve risks, uncertainties and assumptions that are difficult to predict and are not guarantees of future events. Words such as “believe,” “will,” “should,” “estimate,” “anticipate,” “potential,” “expect,” “intend,” “plan,” “may,” “subject to,” “continues,” and “if” are used to identify these statements.
Mayne Pharma faces numerous risks and uncertainties which may cause actual results to differ from the forward-looking statements. These factors include Mayne Pharma’s success in commercializing the licensed and acquired products, the ability to wind down operations, the potential for product liability lawsuits, leadership changes, and the volatility of the trading price of its stock. These risks and uncertainties could have a substantial impact on Mayne Pharma’s future success.
As we look to the future, our management team is committed to providing reliable, up-to-date information on any new developments or events. We recognize the importance of our forward-looking statements, and we are dedicated to staying informed and keeping our stakeholders up to date. We pledge to continually strive to provide accurate and timely information to the public.