Cubist Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting Period for Acquisition of Adolor
15 Novembre 2011 - 2:53PM
Business Wire
Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) and Adolor
Corporation (NASDAQ: ADLR) today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (HSR Act) in connection with Cubist’s previously
announced acquisition of Adolor.
Expiration of the HSR waiting period satisfies one of the
conditions to the closing of the merger transaction. The closing of
the transaction also is conditioned on the tender of a majority of
the outstanding shares of Adolor’s common stock and the
satisfaction of other customary closing conditions.
Cubist initiated a cash tender offer on November 7, 2011 to
purchase all outstanding shares of Adolor common stock. The tender
offer will expire at 12:00 midnight, New York City time, on
December 6, 2011, unless extended or terminated. Upon the
successful closing of the tender offer, stockholders of Adolor will
receive $4.25 per share in cash and one Contingent Payment Right
(CPR) entitling the holder to receive additional cash payments of
up to $4.50 for each share they own if certain regulatory approvals
and/or commercialization milestones for ADL5945 are achieved.
About Cubist
Cubist Pharmaceuticals, Inc. is a biopharmaceutical company
focused on the research, development, and commercialization of
pharmaceutical products that address significant unmet medical
needs in the acute care environment. Cubist is headquartered in
Lexington, Mass. Additional information can be found at Cubist’s
web site at www.cubist.com.
About Adolor
Adolor Corporation is a biopharmaceutical company specializing
in the discovery, development and commercialization of novel
prescription pain and pain management products.
Adolor's first approved product in the United States is ENTEREG®
(alvimopan), which is indicated to accelerate the time to upper and
lower gastrointestinal recovery following partial large or small
bowel resection surgery with primary anastomosis. ENTEREG is
available only for short-term (15 doses) use in hospitalized
patients. Only hospitals that have registered in and met all of the
requirements for the ENTEREG Access Support and Education
(E.A.S.E.®) program may use ENTEREG. For more information on
ENTEREG, including its full prescribing information, the Boxed
Warning regarding short-term hospital use and the E.A.S.E. Program,
visit www.ENTEREG.com.
The Company's lead development program compound is ADL5945, a
novel mu opioid receptor antagonist being developed for chronic OIC
that demonstrated positive results in Phase 2 trials. The Company
also has several earlier-stage compounds under development for the
management of pain and CNS disorders.
For more information, visit www.adolor.com.
Notice to investors
This press release is for informational purposes only and is not
an offer to purchase nor a solicitation of an offer to sell
securities. The solicitation and the offer to purchase shares of
Adolor common stock are being made only pursuant to the Offer to
Purchase, Letter of Transmittal and related materials that Cubist
and FRD Acquisition Corporation have filed with the SEC on a Tender
Offer Statement on Schedule TO on November 7, 2011. Adolor also has
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the offer on November 7, 2011. Adolor stockholders
and other investors should read these materials carefully because
they contain important information, including the terms and
conditions of the offer. Adolor stockholders and other investors
may obtain free copies of the Tender Offer Statement, the tender
offer Solicitation/Recommendation Statement and other documents
filed with the SEC through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of these documents from Cubist or Adolor
by contacting: MacKenzie Partners, Inc. on behalf Cubist toll free
at (800) 322-2885 or collect at (212) 929-5500 or
tenderoffer@mackenziepartners.com, or Stephen W. Webster of Adolor
at (484) 595-1500. Questions and requests for assistance or for
additional copies of these documents may be directed to MacKenzie
Partners, Inc., the information agent for the offer, at (212)
929-5500 for banks and brokers or toll-free at (800) 322-2885 for
stockholders and all others.
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