Cempra, Inc. is an American pharmaceuticals company that develops novel antibiotics to meet critical unmet medical needs.

On August 9, 2017, Cempra announced that it had entered into an Agreement and Plan of Merger, under which Castle Acquisition Corp., a wholly owned subsidiary of Cempra, will merge with and into Melinta, with Melinta surviving the merger as a wholly owned subsidiary of Cempra. According to the Complaint, the Merger Consideration offered to Cempra's public stockholders in the Proposed Transaction is unfair and inadequate because, among other things, the intrinsic value of the Company's common stock is materially in excess of the exchange ratio offered in the Proposed Transaction given the Company's prospects for future growth and earnings.

The Complaint alleges the Proxy filed with the SEC in connection with the Proposed Transaction misrepresents and/or omits material information that is necessary for the Company's shareholders to make an informed decision concerning whether to vote in favor of the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act.

On January 30, 2018, the Court dismissed this case due to a procedural issue.