TherapeuticsMD NasdaqGS:TXMD Stock Report

TherapeuticsMD, Inc.(NasdaqGS:TXMD) dropped from NASDAQ Biotechnology Index

TherapeuticsMD, Inc. has been removed from NASDAQ Biotech Index .

TherapeuticsMD’s Common Stock No Longer Be Listed on Any Public Market Upon Completion of Transaction with EW Healthcare Partners

Essex Woodlands Management, Inc. entered into a definitive merger agreement to acquire TherapeuticsMD, Inc. (NasdaqGS:TXMD) for $93 million.

Essex Woodlands Management, Inc. entered into a definitive merger agreement to acquire TherapeuticsMD, Inc. (NasdaqGS:TXMD) for $93 million on May 27, 2022. Essex will commence a cash tender offer to acquire all of the issued and outstanding shares of TherapeuticsMD at a price per share of $10, in cash. Pursuant to an equity commitment letter, dated as of May 27 , 2022 (the “Equity Commitment Letter”), and subject to the terms thereof, EW Healthcare Partners Fund 2, L.P., a Delaware limited partnership (the “Investor”), committed to provide Essex, at the Effective Time, with an equity contribution of up to approximately $93,000,000, the proceeds of which will be used to pay the Offer Price. TherapeuticsMD can terminate the agreement by paying a termination fee of $3,250,000. The maximum aggregate liability for Essex may be liable in connection with the termination of this Agreement shall not exceed a maximum of $ 5,110,000. Following a successful completion of the tender offer, including meeting certain conditions, Essex will acquire all remaining untendered shares of TherapeuticsMD common stock at the same price of $10.00 per share through a second step merger. Upon completion of the transaction, TherapeuticsMD will become a privately held company and shares of TherapeuticsMD’s common stock will no longer be listed on any public market. The Board of Directors of TherapeuticsMD unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, and recommended, by resolution, that the stockholders accept the Offer and tender their shares of Common Stock pursuant to the Offer. The boards of directors of Essex Woodlands Management, Inc. also approved the transaction. The consummation of the Offer will be conditioned on (i) the number of shares of Common Stock validly tendered and not properly withdrawn in accordance with the terms of the Offer (excluding any shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” as such term is used in NRS 92A.133(g)), when added to any shares of Common Stock owned by Essex, representing, at the acceptance time of the Offer (the “Acceptance Time”), at least a majority of the voting power of the then issued and outstanding shares of Common Stock, and other closing conditions. Essex has agreed to commence the Offer as promptly as practicable from the date of the Merger Agreement (but in no event later than June 6, 2022). The Offer will initially remain open for 20 business days from the date of commencement of the Offer, subject to extension under certain circumstances. The parties anticipate that the combination will be completed on or before July 13, 2022. PwC Corporate Finance LLP acted as financial advisor, PricewaterhouseCoopers International Limited acted as accountant and Marshall P. Shaffer, Tim Cruickshank and Michael Amalfe of Kirkland & Ellis LLP acted as legal advisors to Essex Woodlands Management, Inc. Greenhill & Co., LLC acted as financial advisor and Joshua M. Samek and J.A. Glaccum of DLA Piper LLP (US) acted as legal advisors to TherapeuticsMD, Inc. Greenhill & Co., LLC acted as fairness opinion provider to the board of TherapeuticsMD.