Melinta Therapeutics (MLNTQ) SC TO-TThird party tender offer statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

TETRAPHASE PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

TORONTO TRANSACTION CORP.

a wholly owned subsidiary of

MELINTA THERAPEUTICS, INC.

(Names of Filing Persons (Offeror))

DEERFIELD PRIVATE DESIGN FUND III, L.P.

DEERFIELD PRIVATE DESIGN FUND IV, L.P.

DEERFIELD MANAGEMENT COMPANY, L.P.

(Names of Filing Persons (Others))

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

88165N204

(Cusip Number of Class of Securities)

Jennifer Sanfilippo

Melinta Therapeutics, Inc.

44 Whippany Rd, Suite 280, Morristown, New Jersey 07960

Tel. (844)633-6568

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Samuel A. Waxman

David Shine

Frank J. Lopez

James M. Shea, Jr.

Paul Hastings LLP

200 Park Avenue

New York, NY 10166

(212)318-6000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Toronto Transaction Corp., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Melinta Therapeutics, Inc., a Delaware corporation (“Melinta”), to purchase all outstanding shares of common stock, $0.001 par value per share (“Shares”), of Tetraphase Pharmaceuticals, Inc., a Delaware corporation (“Tetraphase”), at a price of $1.79 per Share, net to the holder in cash, without interest, plus onenon-transferable contractual contingent value right (“CVR”) per Share, which represents the right to receive one or more payments in cash, currently estimated to be up to $1.48 per CVR, assuming the anticipated maximum number of CVRs are issued and contingent upon the achievement of certain specified milestones, calculated as described in the Offer to Purchase dated June 12, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Melinta is controlled by Deerfield Private Design Fund III, L.P., a Delaware limited partnership (“DP III”), and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership (“DP IV” and, together with DP III, the “Deerfield Funds”), which are managed by Deerfield Management Company, L.P., a Delaware series limited partnership (Series C) (“Deerfield Management” and, together with the Deerfield Funds, “Deerfield”). This Schedule TO is being filed on behalf of Melinta and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase. A copy of the Agreement and Plan of Merger, dated as of June 4, 2020, among Tetraphase, Melinta and Purchaser is attached as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.

The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.

(a) The subject company and the issuer of the securities subject to the Offer is Tetraphase Pharmaceuticals, Inc. Its principal executive office is located at 480 Arsenal Way, Watertown, Massachusetts 02472, and its telephone number is (617)715-3600.

(b) This Schedule TO relates to Shares. According to Tetraphase, as of the close of business on June 2, 2020, there were 7,263,236 Shares issued and outstanding.

(c) The information concerning the principal market, if any, in which the Shares are traded and certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in Section 6 - “Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.

(a) - (c) The filing companies of this Schedule TO are (i) Melinta, (ii) Deerfield, and (iii) Purchaser. Each of Purchaser’s and Melinta’s principal executive office is located at 44 Whippany Rd, Suite 280, Morristown, New Jersey 07960. Melinta’s telephone number is (844)633-6568. Purchaser’s telephone number is (908)617-1304. Deerfield’s principal executive office is located at 780 Third Avenue, New York, NY 10017. Deerfield’s telephone number is (212)551-1600. The information regarding Purchaser, Melinta and Deerfield set forth in Section 9 - “Certain Information Concerning Melinta, Purchaser and Deerfield” and Schedule A of the Offer to Purchase is incorporated herein by reference.

The information set forth in the Offer to Purchase is incorporated herein by reference.

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(a), (b) The information set forth in Section 8 - “Certain Information Concerning Tetraphase”, Section 9 - “Certain Information Concerning Melinta, Purchaser and Deerfield”, Section 10 - “Background of the Offer; Contacts with Tetraphase”, Section 11 - ��Purpose of the Offer and Plans for Tetraphase; Summary of the Merger Agreement and Certain Other Agreements” and Schedule A of the Offer to Purchase is incorporated herein by reference.

(a), (c)(1) - (7) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and in Section 6 - “Price Range of Shares; Dividends”, Section 7 - “Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations” and Section 11 - “Purpose of the Offer and Plans for Tetraphase; Summary of the Merger Agreement and Certain Other Agreements” of the Offer to Purchase is incorporated herein by reference.

(a), (d) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 12 - “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

(b) The Offer is not subject to a financing condition.

The information set forth in Section 9 - “Certain Information Concerning Melinta, Purchaser and Deerfield”, Section 11 - “Purpose of the Offer and Plans for Tetraphase; Summary of the Merger Agreement and Certain Other Agreements” and Schedule A of the Offer to Purchase is incorporated herein by reference.

(a) The information set forth in Section 3 - “Procedures for Tendering Shares”, Section 10 - “Background of the Offer; Contacts with Tetraphase” and Section 16 - “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Not Applicable.

(a) The information set forth in Section 7 - “Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations”, Section 10 - “Background of the Offer; Contacts with Tetraphase”, Section 11 - “Purpose of the Offer and Plans for Tetraphase; Summary of the Merger Agreement and Certain Other Agreements” and Section 15 - “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase is incorporated herein by reference.

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Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 12, 2020

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