CAMBRIDGE, Mass., Oct. 10, 2017 /PRNewswire/ -- Merrimack
Pharmaceuticals (NASDAQ: MACK) today announced that it has reached
a settlement agreement with Wolverine Flagship Fund Trading
Limited, 1992 MSF International Ltd. and 1992 Tactical Credit
Master Fund, L.P. (collectively, "Noteholder Plaintiffs") and Wells
Fargo Bank, National Association, to resolve the previously
disclosed lawsuit captioned Wells Fargo Bank, N.A., et. al. v.
Merrimack Pharmaceuticals, Inc. pending in the Court of
Chancery in the State of Delaware
(the "Delaware Action").
As disclosed previously, the Noteholder Plaintiffs alleged in
the Delaware Action, filed March 15,
2017, that Merrimack was obligated to offer to repurchase
its outstanding 4.50% Convertible Notes due 2020 (the "Convertible
Notes") in connection with Merrimack's asset sale to Ipsen S.A. As
also disclosed previously, in connection with the decision to
proceed directly to trial and the plaintiffs' withdrawal of their
motion for a preliminary injunction, Merrimack deposited
$60 million into an escrow account as
security for the plaintiff's claims.
Under the terms of this settlement, Merrimack will pay the
Noteholder Plaintiffs $0.90 per
$1.00 of Convertible Notes, plus
accrued interest, and an amount towards the plaintiffs' legal fees.
Additionally, in connection with the settlement, Merrimack has
agreed to commence a tender offer to acquire all remaining
Convertible Notes at the same rate of $0.90 per $1.00 of
Convertible Notes, plus accrued interest, which would eliminate all
of Merrimack's remaining debt if all of the noteholders
participate. Together, the settlement payout, the amount Merrimack
expects to pay to acquire the remaining Convertible Notes and
Merrimack's expenses related to the Delaware Action will
approximate the $60 million now
released from escrow, and as a result Merrimack does not intend to
declare an additional special dividend with any funds from the
escrow.
"We are pleased to move past this litigation, allowing us to
simplify our capital structure and potentially emerge with a clean
balance sheet," said Richard Peters,
M.D., Ph.D., President and Chief Executive Officer. "We are focused
on our deep research pipeline and three assets in clinical
development as we march towards a data-rich 2018."
This announcement is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any security. Further details on the settlement agreement are
available in Merrimack's Form 8-K filed today with the Securities
and Exchange Commission.
About Merrimack
Merrimack is a biopharmaceutical
company based in Cambridge, Massachusetts that is
outthinking cancer to ensure that patients and their families live
fulfilling lives. Its mission is to transform cancer care through
the smart design and development of targeted solutions based on a
deep understanding of cancer pathways and biological markers. All
of Merrimack's product candidates, including three in clinical
studies and several others in preclinical development, fit into its
strategy of 1) understanding the biological problems it is trying
to solve, 2) designing specific solutions and 3) developing those
solutions for biomarker-selected patients. This three-pronged
strategy seeks to ensure optimal patient outcomes. For more
information, please visit Merrimack's website
at www.merrimack.com.
Forward Looking Statements
To the extent that
statements contained in this press release are not descriptions of
historical facts, they are forward-looking statements reflecting
the current beliefs and expectations of management made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. Forward-looking statements include
any statements about Merrimack's strategy, future operations,
future financial position, future revenues and future expectations
and plans and prospects for Merrimack, and any other statements
containing the words "anticipate," "believe," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "target,"
"potential," "will," "would," "could," "should," "continue" and
similar expressions. In this press release, Merrimack's
forward-looking statements include, among others, statements about
its intent to execute an offer for the remaining convertible notes
and assumptions regarding noteholder participation. Such
forward-looking statements involve substantial risks and
uncertainties that could cause Merrimack's clinical development
programs, future results, performance or achievements to differ
significantly from those expressed or implied by the
forward-looking statements. Such risks and uncertainties include,
among others, the uncertainties inherent in the initiation of
future clinical trials, availability of data from ongoing clinical
trials, expectations for regulatory approvals, development progress
of Merrimack's companion diagnostics, availability of funding
sufficient for Merrimack's foreseeable and unforeseeable operating
expenses and capital expenditure requirements, and other matters
that could affect the availability or commercial potential of
Merrimack's product candidates or companion diagnostics. Merrimack
undertakes no obligation to update or revise any forward-looking
statements. Forward-looking statements should not be relied upon as
representing Merrimack's views as of any date subsequent to the
date hereof. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to Merrimack's business in general, see the "Risk Factors"
section of Merrimack's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (SEC) on August 9, 2017 and other reports Merrimack files
with the SEC.
Contact:
Geoffrey
Grande, CFA
617-441-7602
ggrande@merrimack.com
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SOURCE Merrimack Pharmaceuticals