TherapeuticsMD To Go Private In A $177 Mln Deal

Women’s healthcare company TherapeuticsMD, Inc. (TXMD), on Tuesday announced that it has entered into a definitive merger agreement, to be acquired by an affiliate of EW Healthcare Partners, a private equity firm dedicated to making investments in healthcare companies.

The deal values TherapeuticsMD at approximately $177 million and has been unanimously approved by TherapeuticsMD’s Board of Directors.

Upon completion of the transaction, TherapeuticsMD would become a privately held company and its shares would no longer be listed on any public market. The transaction is expected to be completed by July 13, 2022.

Through this transaction, EW Healthcare Partners, expects Majorelle, its earlier acquisition, to enter the U.S. market.

EW Healthcare Partners would commence a tender offer to acquire all outstanding shares of TXMD common stock for $10.00 per share in an all-cash transaction, followed immediately by a merger. The purchase price is a premium of 367.3 percent over TherapeuticsMD’s closing share price of $2.14 on May 27, 2022 and a premium of 211.8 percent to TherapeuticsMD’s 30-day volume weighted average share price on May 27, 2022.

The tender offer would be open for 20 business days from the date of commencement. Thereafter, EW Healthcare Partners affiliate would acquire all the remaining untendered shares of TherapeuticsMD common stock at the same price of $10.00 per share through a second step merger.

The lenders and administrative agent under the Sixth Street Partners have agreed to extend the maturity date of the Financing Agreement to July 13, 2022, allowing the Company to complete the transaction with EW Healthcare Partners on or before that date. In addition, the lenders and administrative agent have agreed to roll-over the Company’s indebtedness under the Financing Agreement in connection with, and conditioned on, the closing of the merger.

Greenhill & Co., LLC is serving as financial advisor and DLA Piper LLP (US) is serving as legal counsel to TherapeuticsMD.

Shares of TherapeuticsMD are trading in pre-market at $9.68, up $7.54 or 352 percent from the previous close.

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