Targanta Enters into Memorandum of Understanding to Resolve Shareholder Lawsuit
February 20 2009 - 6:58AM
Business Wire
Targanta Therapeutics Corporation (�Targanta�) (Nasdaq: TARG)
today announced that the defendants and the plaintiffs in the
purported class action lawsuit (the �Action�) pending in the
Superior Court of the Commonwealth of Massachusetts (the �Court�)
entitled Albright, et. al., v. Leuchtenberger, et al., Civil Action
No. 09-0269-BLS entered into a Memorandum of Understanding (the
�Memorandum�) providing for a settlement of the lawsuit. As part of
the settlement, Targanta agreed to make certain supplemental
disclosures to its solicitation/recommendation statement on
Schedule 14D-9, which disclosures are included in an amendment to
the solicitation/recommendation statement on Schedule 14D?9 filed
by Targanta today with the Securities and Exchange Commission (the
�SEC�). The Memorandum contains no admission of wrongdoing.
However, given the potential cost and burden of continued
litigation, Targanta believes the settlement is in its best
interests and the best interests of its shareholders.
The supplemental disclosures were made in exchange for the
settlement and a release in favor of, among others, all defendants,
their agents, advisors and insurers of all claims, including known
and unknown claims. Subject to court approval and further
definitive documentation, the Memorandum resolves the allegations
by the plaintiffs against the defendants in connection with the
merger agreement entered into with The Medicines Company and
Boxford Subsidiary Corporation, a wholly owned subsidiary of The
Medicines Company, and the transactions contemplated by the merger
agreement, including without limitation the tender offer by The
Medicines Company to acquire all of the outstanding shares of
Targanta and the subsequent merger of Targanta with and into
Boxford Subsidiary Corporation, and provides a release and
settlement by the purported class of Targanta�s stockholders of all
claims against the defendants and their affiliates and agents in
connection with the merger agreement and the transactions
contemplated by the merger agreement, including without limitation
the tender offer and the merger. The settlement is contingent upon,
among other things, the merger becoming effective under Delaware
law.
About Targanta Therapeutics
Targanta Therapeutics Corporation (NASDAQ: TARG) is a
biopharmaceutical company focused on developing and commercializing
innovative antibiotics to treat serious infections in the hospital
and other institutional settings. Targanta�s pipeline includes an
intravenous version of oritavancin, a semi-synthetic
lipoglycopeptide antibiotic currently awaiting EU regulatory
approval, and a program to develop an oral version of oritavancin
for the possible treatment of Clostridium difficile-related
infection. Targanta has operations in Cambridge, MA, Indianapolis,
IN, and Montreal, Quebec, Canada. For more information on Targanta,
visit www.targanta.com.
About The Medicines Company
The Medicines Company (NASDAQ: MDCO) is focused on advancing the
treatment of critical care patients through the delivery of
innovative, cost-effective medicines to the worldwide hospital
marketplace. The Medicines Company markets Angiomax�
(bivalirudin)�in the United States and other countries for use in
patients undergoing coronary angioplasty, and Cleviprex�
(clevidipine butyrate) injectable emulsion in the United States for
the reduction of blood pressure when oral therapy is not feasible
or not desirable. The Medicines Company also has an investigational
antiplatelet agent, cangrelor, in late-stage development and a
serine protease inhibitor, CU-2010, in early-stage development. The
Medicines Company�s website is www.themedicinescompany.com.
Safe Harbor Statement
This press release contains �forward-looking statements� that
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties that
may cause actual future results to differ materially from those
projected or contemplated in the forward-looking statements. The
risks and uncertainties referred to above include the possibility
that the merger may not be completed and that the Court may not
approve the settlement and stipulation or dismiss the Action.
Except as otherwise required by law, Targanta does not undertake
any obligation to update any of these forward-looking statements to
reflect a change in its views or events or circumstances that occur
after the date of this release.
Additional Information
This press release is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares of Targanta�s common
stock. In connection with the tender offer and the merger, Targanta
filed a solicitation/recommendation statement on a Schedule 14D-9
and The Medicines Company and Boxford Subsidiary Corporation filed
a tender offer statement on a Schedule TO-T with the SEC. You may
obtain copies of these and other documents relevant to the tender
offer and the merger at the SEC�s website at http://www.sec.gov. In
addition, stockholders may obtain a free copy of these documents
from Targanta by contacting Targanta at 222 Third Street, Suite
2300, Cambridge, MA 02142, attention: Susan Hager or by calling
Targanta at (617) 577-9020.
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