SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TARGANTA THERAPEUTICS CORPORATION
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
87612C100
Paul M.Antinori
General Counsel & Senior Vice President
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
(978) 290-6000
with copies to:
David E. Redlick
Hal J. Leibowitz
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
(617) 526-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 12, 2009
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note. Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
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CUSIP No. |
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87612C100 |
13 D |
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2 |
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12 Pages |
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1 |
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NAME OF REPORTING PERSON
The Medicines Company |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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NA |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,622,942 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,622,942* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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36.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
* An aggregate of 7,622,942 shares of Targanta Therapeutics Corporation ( Issuer) common stock are subject to Stockholder Agreements dated January 12, 2009 (the Stockholder Agreements) entered into between The Medicines Company (MDCO) and each of the stockholders of Issuer listed on Schedule B hereto (discussed in Items 3 and 4 below). MDCO expressly disclaims beneficial ownership of any such shares of Issuer
common stock covered by the Stockholder Agreements, and this Schedule 13D shall not be construed as an admission that MDCO is the beneficial owner of any securities covered by this Schedule 13D. Based on the number of shares of Issuer common stock outstanding as of January 12, 2009 (as represented by Issuer in the Merger Agreement (as defined herein)), the number of shares of Issuers common stock covered by the Stockholder Agreements represents approximately 36.3% of Issuers outstanding common stock.
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CUSIP No. |
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87612C100 |
13 D |
Page |
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3 |
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12 Pages |
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1 |
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NAME OF REPORTING PERSON
Boxford Subsidiary Corporation |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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NA |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,622,942 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,622,942* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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36.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
* An aggregate of 7,622,942 shares of Targanta Therapeutics Corporation (Issuer) common stock are subject to Stockholder Agreements dated January 12, 2009 (the Stockholder Agreements) entered into between The Medicines Company (MDCO) and each of the stockholders of Issuer listed on Schedule B hereto (discussed in Items 3 and 4 below). Boxford Subsidiary Corporation (Purchaser) is a wholly owned subsidiary of MDCO.
Purchaser expressly disclaims beneficial ownership of any such shares of Issuer common stock covered by the Stockholder Agreements, and this Schedule 13D shall not be construed
as an admission that Purchaser is the beneficial owner of any securities covered by this Schedule 13D. Based on the number of shares of Issuer common stock outstanding as
of January 12, 2009 (as represented by Issuer in the Merger Agreement (as defined herein)), the number of shares of Issuers common stock covered by the
Stockholder Agreements represents approximately 36.3% of Issuers outstanding common stock.
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Page 4 of 12 Pages
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Schedule 13D
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This Schedule 13D (this Statement) is being filed with the Securities and Exchange Commission by
The Medicines Company, a Delaware corporation (MDCO), and Boxford Subsidiary Corporation, a
Delaware corporation and a wholly owned subsidiary of MDCO (Purchaser), in connection with those
certain Stockholder Agreements (the Stockholder Agreements), each dated as of January 12, 2009,
by and among MDCO and each of Caduceus Private Investments III LP, OrbiMed Associates III, LP,
Radius Venture Partners II, LP, Radius Venture Partners III QP, LP, Radius Venture Partners III,
LP, Radius Venture Partners III (OH), LP, Seaflower Health Ventures III, L.P., Seaflower Health
Ventures III Companion Fund, L.P., J&L Sherblom Family LLC, Skyline Venture Partners Qualified
Purchaser Fund IV, L.P., Skyline Venture Partners Qualified Purchaser Fund III, L.P., Skyline
Venture Partners III, L.P., VenGrowth Advanced Life Sciences Fund Inc. and VenGrowth III Investment
Fund Inc. (each a Stockholder and collectively, the Stockholders). The Stockholder Agreements
were entered into in connection with the signing of the Agreement and Plan of Merger (the Merger
Agreement), dated as of January 12, 2009, by and among MDCO, Purchaser and Targanta Therapeutics
Corporation, a Delaware corporation (Issuer). The Merger Agreement provides for, subject to the
satisfaction or waiver of the conditions set forth therein, MDCOs acquisition of Issuer pursuant
to (i) a tender offer (the Offer) by Purchaser for all of Issuers issued and outstanding shares
of common stock, $0.0001 par value per share (Common Stock), for consideration of (a) $2.00 per
share net in cash to the seller thereof and (b) a contractual right (a CPR) to receive up to
$4.55 per share in contingent cash payments upon achievement of specified regulatory and commercial
milestones within agreed-upon time periods, followed by (ii) the merger of Purchaser with and into
Issuer with Issuer as the surviving corporation (the Merger). The closing cash payment and any
amount paid with respect to the CPRs will be subject to any required holding of taxes, and no
interest will be paid thereon.
TABLE OF CONTENTS
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock. The principal executive office of Issuer is
located at 222 Third Street, Suite 2300, Cambridge, Massachusetts 02142.
Item 2. Identity and Background.
This Statement is being filed by MDCO and Purchaser, both Delaware corporations. The address of
the principal business and the principal offices of each of MDCO and Purchaser is 8 Sylvan Way,
Parsippany, New Jersey 07054. MDCO is a biopharmaceuticals company focused on advancing the
treatment of critical care patients through the delivery of innovative, cost-effective medicines to
the worldwide hospital marketplace. Purchaser was formed for the purpose of effecting the Offer
and the Merger and has not engaged in any activities other than those incident to its formation and
such transactions.
The name, business address, present principal occupation or employment and citizenship of each
director and executive officer of MDCO and Purchaser are set forth on Schedule A hereto and
are incorporated herein by reference.
During the last five years, neither MDCO nor Purchaser, nor, to the knowledge of MDCO and
Purchaser, any of the persons listed on Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As inducement for MDCO to enter into the Merger Agreement, each Stockholder entered into a
Stockholder Agreement. Pursuant to the Stockholder Agreements, the Stockholders granted MDCO an
irrevocable proxy to vote their Shares (i) in favor of the adoption of the Merger Agreement and the
approval of the Merger, (ii) against the approval or adoption of any proposal made in opposition
to, or in competition with, the Offer or the Merger, (iii) against any acquisition proposal (other
than the Offer or the Merger) and (iv) against any other action that is intended, or could
reasonably be expected, to result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Issuer under the Merger Agreement or of a Stockholder under a
Stockholder Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely
affect the consummation of the Offer or the Merger. MDCO did not pay any consideration to the
Stockholders in connection with the execution of the Stockholder Agreements.
MDCO estimates that the total amount of funds and other consideration required to purchase all
outstanding shares of Common Stock pursuant to the Offer and to complete the Merger will be approximately $138 million, plus fees and expenses, which includes approximately $42 million in initial consideration in respect of the Shares and up to approximately $96 million in CPRs in respect of the Shares. Purchaser, through MDCO, will have sufficient funds and
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Page 5 of 12 Pages
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Schedule 13D
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financial resources available to pay the closing consideration to each Issuer stockholder who validly tenders his or her shares
of Common Stock in the Offer and to acquire all of the outstanding shares of Common Stock pursuant
to the Merger.
Schedule B hereto sets forth, to the knowledge of MDCO and Purchaser, the number of shares
of Common Stock beneficially owned (for purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the Exchange Act)) by each Stockholder.
Item 4. Purpose of Transaction.
On January 12, 2009, MDCO, Purchaser and Issuer entered into the Merger Agreement, pursuant to
which, and subject to the satisfaction or waiver of the conditions set forth therein, MDCO will
acquire Issuer via the Offer and the subsequent Merger. Upon consummation of the Offer, Issuer
will become a majority owned subsidiary of Purchaser, and a majority owned indirect subsidiary of
MDCO. Upon consummation of the Merger, Issuer will become a wholly-owned subsidiary of MDCO. The
primary intent of MDCO and Purchaser is to complete the Offer and the Merger so that MDCO acquires
control of Issuer.
In the Offer, Purchaser is offering to purchase all the outstanding shares of Common Stock for
consideration of (a) $2.00 per share net in cash to the seller thereof and (b) one CPR to each
seller of shares in the Offer (the Offer Price). The Offer Price will be subject to any required
withholding of taxes, and no interest will be paid thereon. The Offer is conditioned upon, among
other things, there being validly tendered and not properly withdrawn prior to the expiration of
the Offer a number of shares of Common Stock that represents at least a majority of the outstanding
shares of Common Stock on a fully diluted basis (the Minimum Condition). The Minimum Condition
may not be waived without Issuers written consent.
The Merger Agreement provides that, promptly after Purchaser first accepts for payment any shares
of Common Stock tendered and not withdrawn pursuant to the Offer, and from time to time thereafter,
Purchaser is entitled to elect or designate such number of members of Issuers board of directors,
rounded up to the next whole number, as is equal to the product of:
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the total number of directors on Issuers board of directors (after giving effect to
the directors elected or designated by Purchaser) multiplied by |
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the percentage that the aggregate number of shares of Common Stock beneficially owned
by MDCO or Purchaser bears to the total number of shares of Common Stock then
outstanding, provided that in no event shall Purchasers designees constitute less than
a majority of Issuers board. |
Pursuant to the terms of the Merger Agreement, Issuer has granted Purchaser an irrevocable option
to purchase, at a per share price equal to the Offer Price, that number of shares of Common Stock
that is equal to one share of Common Stock more than the number of shares of Common Stock needed to
give Purchaser ownership of 90% of the outstanding shares of Common Stock on a fully diluted basis.
This top-up option is exercisable only if, among other things, the Minimum Condition is
satisfied. Under the Delaware General Corporation Law (the DGCL), if, as a result of the Offer
or otherwise, Purchaser acquires at least 90% of the outstanding shares of Common Stock, MDCO and
Purchaser could effect the Merger without prior notice to, or any action by, any other stockholder
of Issuer.
Upon consummation of the Merger, each outstanding share of Common Stock (other than (i) any shares
of Common Stock owned by MDCO, Purchaser or Issuer or any direct or indirect wholly owned
subsidiary of MDCO, Purchaser or Issuer, or (ii) any shares of Common Stock that are held by any
stockholder who is entitled to demand and properly demands appraisal pursuant to, and who complies
in all respects with, the provisions of Section 262 of the DGCL) will be converted into the right
to receive the Offer Price.
Upon consummation of the Merger, the (i) directors of Purchaser will be appointed as the directors
of Issuer, (ii) certificate of incorporation of Issuer will be amended and restated in the form
attached to the Merger Agreement and (iii) the bylaws of Issuer will be the bylaws of Purchaser
immediately prior to the consummation of the Merger.
Following the Merger, the shares of Common Stock will no longer be traded on the Nasdaq Global
Market, there will be no public market for such shares, and registration of such shares under the
Exchange Act will be terminated.
As an inducement to enter into the Merger Agreement, and in consideration thereof, each
Stockholder, solely in such Stockholders capacity as a stockholder of Issuer, entered into a
Stockholder Agreement with MDCO.
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Page 6 of 12 Pages
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Schedule 13D
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Pursuant to the Stockholder Agreements, each Stockholder has agreed to tender and sell to Purchaser
all of such Stockholders shares of Common Stock pursuant to the Offer not later than 5:00 p.m. New
York time on the third business day prior to the initial expiration date of the Offer, and not to
withdraw such shares once tendered. Each Stockholder has also agreed to vote his or her shares of
Common Stock (i) in favor of the adoption of the Merger Agreement and the approval of the Merger,
(ii) against the approval or adoption of any proposal made in opposition to, or in competition
with, the Offer or the Merger, (iii) against any acquisition proposal (other than the Offer or the
Merger) and (iv) against any other action that is intended, or could reasonably be expected, to
result in a breach of any covenant, representation or warranty or any other obligation or agreement
of Issuer under the Merger Agreement or of a Stockholder under a Stockholder Agreement or otherwise
impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the
Offer or the Merger. In addition, under the Stockholder Agreements (so long as they remain in
effect), each Stockholder has granted an irrevocable proxy to and appointed MDCO or any nominee of
MDCO as such Stockholders proxy and attorney-in-fact to vote all of the Shares held by such
Stockholder as set forth above.
The foregoing descriptions of the Merger Agreement and the Stockholder Agreements do not purport to
be complete and are qualified in their entirety by reference to such agreements. A copy of the
Merger Agreement is attached as Exhibit 1 to this Statement and a copy of the form of
Stockholder Agreement is attached as Exhibit 2 to this Statement.
Item 5. Interest in Securities of Issuer.
(a) and (b)
As a result of the Stockholder Agreements, MDCO, Purchaser and the persons named in Schedule
A may be deemed to have the power to vote up to 7,622,942 shares of Common Stock in favor of
adoption of the Merger Agreement and approval of the Merger and otherwise as provided in the
Stockholder Agreements, and thus, for the purpose of Rule 13d-3 promulgated under the Exchange Act,
MDCO, Purchaser and the persons named in Schedule A may be deemed to be the beneficial
owners of an aggregate of 7,622,942 shares of Common Stock, constituting approximately 36.3% of the
issued and outstanding shares of Common Stock as of January 12, 2009, as represented by Issuer in
the Merger Agreement.
Neither MDCO nor Purchaser nor, to the knowledge of MDCO and Purchaser, any person named in
Schedule A is entitled to any rights as a stockholder of Issuer as to the Common Stock
covered by the Stockholder Agreements, except as otherwise expressly provided in the Stockholder
Agreements or as disclosed in Schedule A hereto. Each of MDCO, Purchaser and the persons
named in Schedule A disclaims any beneficial ownership of such shares.
Pursuant to the terms of the Merger Agreement, Issuer has granted Purchaser an irrevocable option
to purchase, at a per share price equal to the Offer Price, that number of shares of Common Stock
that is equal to one share of Common Stock more than the number of shares of Common Stock needed to
give Purchaser ownership of 90% of the outstanding shares of Common Stock on a fully diluted basis.
This top-up option is exercisable only if, among other things, the Minimum Condition is
satisfied.
Except as set forth in this Item 5(a) and (b) or in Schedule A hereto, none of MDCO,
Purchaser or, to the knowledge of MDCO and Purchaser, any person named on Schedule A
hereto, beneficially owns any shares of Common Stock.
(c) Except for the agreements described above, or as disclosed in Schedule A
hereto, to the knowledge of MDCO and Purchaser, no transaction in the class of securities reported
has been effected during the past 60 days by MDCO, Purchaser or any person named in Schedule
A.
(d) To the knowledge of MDCO or Purchaser, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities
of Issuer reported herein.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
Issuer.
Except for the agreements described above or as disclosed in Schedule A hereto, to the
knowledge of MDCO and Purchaser, there are no contracts, arrangements, understandings or
relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the
shares of Common Stock, finders fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies,
between the persons named in Item 2 hereof and any
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Page 7 of 12 Pages
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Schedule 13D
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other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of
which would give another person voting power or investment power over such shares.
Issuer has informed MDCO that, after a reasonable inquiry by Issuer, each executive officer,
director, affiliate and subsidiary of Issuer who owns shares of Common Stock presently intends to
tender in the Offer all shares of Common Stock that he or she owns of record or beneficially, other
than any shares that if tendered would cause him or her to incur liability under the short-swing
profits recovery provisions of the Exchange Act.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger by and among The Medicines Company, Boxford Subsidiary
Corporation and Targanta Therapeutics Corporation, dated January 12, 2009 (filed as Exhibit 2.1 to
the Current Report on Form 8-K on January 14, 2009 by The Medicines Company and incorporated herein
by reference).
Exhibit 2: Form of Stockholder Agreement between The Medicines Company and each of the Stockholders
party thereto, dated January 12, 2009.
Exhibit 3: Joint Filing Agreement, dated January 22, 2009.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and correct.
Dated:January 22, 2009
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THE MEDICINES COMPANY
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/s/ Paul M. Antinori
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Paul M. Antinori |
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General Counsel & Senior Vice President |
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Dated:January 22, 2009
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BOXFORD SUBSIDIARY CORPORATION
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/s/ Paul M. Antinori
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Paul M. Antinori |
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Secretary |
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SCHEDULE A
Directors and Executive Officers of The Medicines Company and Boxford Subsidiary Corporation
The Medicines Company
The current corporate executive officers and directors of The Medicines Company are listed below.
The address of The Medicines Company is: 8 Sylvan Way, Parsippany, New Jersey 07054. Unless
otherwise indicated, all positions set forth below opposite an individuals name refer to positions
within The Medicines Company and, where applicable, the business address listed for each individual
not principally employed by The Medicines Company is also the address of the corporation or other
organization which principally employs that individual. Unless indicated otherwise, each of the
persons listed below is a U.S. citizen.
Directors
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William W. Crouse
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William W. Crouse has been a director since April 2003. Since January 1994, Mr. Crouse
has been a Managing Director of HealthCare Ventures, a venture capital firm with a focus
on biotechnology companies Mr. Crouse is currently the chairman of the board of
directors of Uluru, Inc., a specialty pharmaceutical company, serves as a director of
Targanta Therapeutics Corporation and is a member of the Boards of Trustees of Lehigh
University and the New York Blood Center. |
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As of January 12, 2009,
Mr. Crouse beneficially owned 129,338 shares of Common
Stock, consisting of 58,539 shares of Common Stock, warrants exercisable within sixty
days to purchase 2,206 shares of Common Stock and options exercisable within 60 days
to purchase 68,593 shares of Common Stock, representing less than 1% of the total
number of outstanding shares of Common Stock on such date. Mr. Crouse entered into an
Option Termination Agreement, dated January 12, 2009, with Issuer providing for the
termination of options to purchase 10,000 shares of Common Stock to the extent not
exercised prior to the closing of the Merger without payment of any consideration. |
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Robert J. Hugin
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Robert J. Hugin has been a director since April 2003. Since May 2006, Mr. Hugin has
served as the President and Chief Operating Officer of Celgene Corporation, a
biopharmaceutical company focused on cancer and immunological diseases. Mr. Hugin also
serves as a director of Celgene Corporation. |
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T. Scott Johnson
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T. Scott Johnson has been a director since September 1996. Since July 1999, Dr. Johnson
has been a partner at JSB Partners, L.P., an investment bank that he founded in 1999,
which focuses on mergers and acquisitions, private financings and corporate alliances
within the healthcare sector |
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John P. Kelley
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John P. Kelley has been President and Chief Operating Officer since December 2004 and a
director since February 2005. |
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Armin M. Kessler
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Armin M. Kessler has been a director since October 1998. Mr. Kessler currently also
serves as a director of Gen-Probe Incorporated. Mr. Kessler is a citizen of
Switzerland. |
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Clive A. Meanwell
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Clive A. Meanwell has been a director since 1996. He has served as Chief Executive
Officer since August 2004. Dr. Meanwell also serves as a director of Endo
Pharmaceuticals Holdings Inc. Dr. Meanwell is a citizen of the United Kingdom. |
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Robert G. Savage
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Robert G. Savage has been a director since April 2003. Since May 2003, Mr. Savage has
served as President of Strategic Imagery LLC, a consulting company he owns. Mr. Savage
also serves as a director for Noven Pharmaceuticals, EpiCept Corporation and Panacos
Pharmaceuticals, Inc. |
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Hiroaki Shigeta
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Hiroaki Shigeta has been a director since April 2007. Mr. Shigeta is a citizen of Japan. |
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Melvin K. Spigelman
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Melvin K. Spigelman has been a director since September 2005. Dr. Spigelman has served
as Director of Research and Development for the Global Alliance for TB Drug Development,
a non-profit organization which seeks to accelerate the discovery and development of
faster-acting and affordable drugs to fight tuberculosis, since June 2003. |
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Elizabeth H.S. Wyatt
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Elizabeth H.S. Wyatt has been a director since March 2005. She also serves as a member
of the Board of Trustees of Sweet Briar College. |
Executive Officers
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Paul M. Antinori
|
|
Paul M. Antinori has been General Counsel since May 2002 and a Senior
Vice President since September 2006. |
|
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John P. Kelley
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|
John P. Kelley has been President and Chief Operating Officer since
December 2004 and a director since February 2005. |
|
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Clive A. Meanwell
|
|
Clive Meanwell has been a director since 1996. He has served as Chief
Executive Officer since August 2004. Dr. Meanwell also serves as a
director of Endo Pharmaceuticals Holdings Inc. Dr. Meanwell is a
citizen of the United Kingdom. |
|
|
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Catharine S.
Newberry
|
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Catharine S. Newberry has been Senior Vice President Human Resources
and Chief Human Strategy Officer since February 2006. |
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William OConnor
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William OConnor has been Chief Accounting Officer since February 2008. |
|
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Glenn P. Sblendorio
|
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Glenn P. Sblendorio has been Chief Financial Officer and Executive
Vice President since March 2006. Mr. Sblendorio currently serves as a
director of Amicus Therapeutics, Inc., a biopharmaceutical company. |
|
|
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Kelli Watson-Pacicco
|
|
Kelli Watson-Pacicco has been Senior Vice President, Global
Communications and Human Strategy since November 2007. |
Boxford Subsidiary Corporation
The current corporate executive officers and directors of Boxford Subsidiary Corporation are
listed below. The address of Boxford Subsidiary Corporation is: c/o The Medicines Company, 8
Sylvan Way, Parsippany, New Jersey 07054. Unless otherwise indicated, all positions set forth
below opposite an individuals name refer to positions within Boxford Subsidiary Corporation and,
where applicable, the business address listed for each individual not principally employed by
Boxford Subsidiary Corporation is also the address of the corporation or other organization which
principally employs that individual. Unless indicated otherwise, each of the persons listed below
is a U.S. citizen.
Director
|
|
|
Clive A. Meanwell
|
|
Clive A. Meanwell has served as director since the
formation of Boxford Subsidiary Corporation in January
2009. Please see The Medicines CompanyDirectors for
additional information regarding Dr. Meanwell. |
Executive Officers
|
|
|
Clive A. Meanwell
|
|
Clive A. Meanwell has served as President since the
formation of Boxford Subsidiary Corporation in January
2009. Please see The Medicines CompanyExecutive
Officers for additional information regarding Dr.
Meanwell. |
|
|
|
Glenn P. Sblendorio
|
|
Glenn P. Sblendorio has served as Treasurer since the
formation of Boxford Subsidiary Corporation in January
2009. Please see The Medicines CompanyExecutive
Officers for additional information regarding Mr.
Sblendorio. |
|
|
|
Paul M. Antinori
|
|
Paul M. Antinori has served as Secretary since the
formation of Boxford Subsidiary Corporation in January
2009. Please see The Medicines CompanyExecutive
Officers for additional information regarding Mr.
Antinori. |
SCHEDULE B
Shares of Common Stock of Targanta Therapeutics Corporation Beneficially Owned by the Stockholders
|
|
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|
|
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|
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Shares issuable upon exercise of |
|
|
|
|
|
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outstanding options, warrants or |
Stockholder |
|
Shares Owned |
|
other rights |
Caduceus Private Investments III LP |
|
|
1,826,515 |
|
|
|
74,542 |
|
|
|
|
|
|
|
|
|
|
OrbiMed Associates III, LP |
|
|
17,394 |
|
|
|
710 |
|
|
|
|
|
|
|
|
|
|
Radius Venture Partners III (OH),
LP |
|
|
43,188 |
|
|
|
2,140 |
|
|
|
|
|
|
|
|
|
|
Radius Venture Partners III QP, LP |
|
|
343,874 |
|
|
|
17,036 |
|
|
|
|
|
|
|
|
|
|
Radius Venture Partners III, LP |
|
|
31,535 |
|
|
|
1,562 |
|
|
|
|
|
|
|
|
|
|
Radius Venture Partners II, LP |
|
|
418,597 |
|
|
|
20,738 |
|
|
|
|
|
|
|
|
|
|
Seaflower Health Ventures III, L.P. |
|
|
887,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seaflower Health Ventures III
Companion Fund, L.P. |
|
|
16,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J&L Sherblom Family LLC |
|
|
190,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skyline Venture Partners Qualified
Purchaser Fund IV, L.P. |
|
|
1,699,311 |
|
|
|
69,328 |
|
|
|
|
|
|
|
|
|
|
Skyline Venture Partners Qualified
Purchaser Fund III, L.P. |
|
|
505,998 |
|
|
|
20,235 |
|
|
|
|
|
|
|
|
|
|
Skyline Venture Partners III, L.P. |
|
|
12,599 |
|
|
|
504 |
|
|
|
|
|
|
|
|
|
|
Vengrowth Advanced Life Sciences
Fund Inc. |
|
|
1,523,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vengrowth III Investment Fund Inc. |
|
|
106,149 |
|
|
|
|
|