The Medicines Company entered into an agreement to acquire Incline Therapeutics, Inc. from a group of investors for approximately $390 million in cash on December 11, 2012. Group of investors include Frazier Healthcare Ventures, Technology Partners, Adams Street Partners, LLC, Saints Capital, Emergent Medical Partners, Cadence Pharmaceuticals Inc. (NasdaqGS:CADX) and 5AM Ventures. Under the terms of the agreement, The Medicines Company will pay to the holders of Incline's capital stock and options a total of $185 million in cash. Incline Therapeutics, Inc. is also entitled for additional $205 million in cash in the aggregate, less certain transaction expenses and employer taxes owing because of the milestone payments if certain regulatory and commercial milestones are met.

The Boards of Directors of Incline Therapeutics, Inc. and The Medicines Company has approved the transaction unanimously, and is subject to approval by Incline Therapeutics shareholders, regulatory board, antitrust authority, satisfaction or waiver of certain conditions and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Dissenter rights limited, execution of Escrow, non-competition and non-solicitation agreements, exercise of options, resignations of Incline Therapeutics officers and Directors. The transaction is expected close in the first quarter of 2013.

Barbara Kosacz, Jennifer Fonner DiNucci, Miguel Vega and Gordon Empey of Leerink Swann LLC acted as financial advisor and Cooley Godward Kronish LLP acted as legal advisor for Incline Therapeutics, Inc. Sumit Khedekar, Robert Glassman and Ivan Farman of Merrill Lynch & Co., Inc. acted as financial advisor and Robert Burke, Steven Barrett, Stuart Falber, Jeffrey Hermanson and David Redlick of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor for The Medicines Company. Fortis Advisors LLC,solely in its capacity acted as the representative and agent of the stockholders and option holders of Incline Therapeutics, Inc.


The Medicines Company completed the acquisition of Incline Therapeutics, Inc. from a group of investors for approximately $370 million on January 4, 2013. At the closing, Medicines Company paid an aggregate of approximately $160 million in cash. The amount paid to the Incline equityholders at the closing is subject to a post-closing purchase price adjustment process with respect to the net amount of cash, unpaid transaction expenses and specified other debt and liabilities of Incline at closing. Cadence Pharmaceuticals received a payment of approximately $13.1 million as consideration to termiante options. Additionally, Cadence will receive approximately $1.5 million and, potentially, a pro rata share of future milestone payments. The Medicines Company deposited $18.5 million in cash into an escrow fund for the purposes of securing the indemnification obligations of the Incline equityholders. The Medicines Company also agreed to pay up to $205 million in cash in the aggregate upon achieving certain regulatory approval and certain sales milestones with respect to IONSYS.