Cubist Pharmaceuticals Announces Results of Tender Offer for Outstanding Shares of Trius Therapeutics
11 Septembre 2013 - 5:00PM
Business Wire
Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) today announced the
results of Cubist’s tender offer to purchase all of the outstanding
common shares of Trius Therapeutics, Inc. (NASDAQ: TSRX) for $13.50
per share in cash, plus one Contingent Value Right, entitling the
holder to receive an additional cash payment of up to $2.00 for
each share they tender if certain commercial sales milestones are
achieved. The tender offer is being effected by Cubist’s
subsidiary, BRGO Corporation. The tender offer period expired
today, at 9:00 a.m. Eastern Time.
The depositary for the tender offer has advised Cubist that, as
of the expiration of the tender offer a total of approximately
31,716,214 shares of Trius common stock had been validly tendered
and not withdrawn, representing approximately 65% of the
outstanding Trius common shares (not counting as validly tendered
shares tendered through notice of guaranteed delivery and not
actually delivered). All shares that were validly tendered and not
withdrawn during the initial offering period have been accepted for
payment.
Pursuant to the terms of the merger agreement, BRGO Corporation,
a wholly-owned subsidiary of Cubist, will exercise its option to
purchase newly issued shares from Trius. Following this purchase,
BRGO Corporation will own sufficient shares to effect a short-form
merger with and into Trius. The merger is expected to be completed
later today.
In the short-form merger, each share of common stock of Trius
not tendered in the tender offer (other than shares held by Trius
as treasury stock or owned by Cubist, BRGO Corporation or any other
subsidiary of Cubist, and other than shares held by a holder who
has properly demanded and perfected appraisal rights in accordance
with Section 262 of Delaware General Corporation Law) will be
converted into the right to receive $13.50 per share in cash, plus
one Contingent Value Right. This is the same price per share paid
in the tender offer.
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.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. Any statements contained herein
which do not describe historical facts, including but not limited
to, statements regarding: the proposed transaction between Cubist
and Trius and the expected timetable for completing the
transaction, are forward-looking statements which involve risks and
uncertainties that could cause actual results to differ materially
from those discussed in such forward-looking statements. Such risks
and uncertainties include: the possibility that certain conditions
to the completion of the transaction between Trius and Cubist are
not satisfied, or that the transaction may otherwise not be
completed on a timely manner, or at all; that, prior to the
completion of the transaction, if at all, Trius may not satisfy one
or more closing conditions; that the merger agreement may be
terminated; the ability to timely consummate the transaction and
possibility that the transaction will not be completed; the ability
of Cubist to successfully integrate Trius’ operations and
employees; the anticipated benefits of the transaction may not be
realized; risks related to drug development and commercialization;
and those additional factors discussed in Cubist’s and Trius’ most
recent Quarterly and Annual Reports on Forms 10-Q and 10-K filed
with the Securities and Exchange Commission. Cubist and Trius
caution investors not to place considerable reliance on the
forward-looking statements contained in this press release. These
forward-looking statements speak only as of the date of this
document, and Cubist and Trius undertake no obligation to update or
revise any of these statements.
Cubist Pharmaceuticals, Inc.INVESTORS:Eileen C. McIntyre,
781-860-8533Vice President, Investor
Relationseileen.mcintyre@cubist.comorMacKenzie Partners, Inc.Mark
Harnett, 212-929-5500tenderoffer@mackenziepartners.comorMEDIA:Julie
DiCarlo, 781-860-8063Senior Director, Corporate
Communicationsjulie.dicarlo@cubist.com
Trius Therapeutics, Inc. (MM) (NASDAQ:TSRX)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Trius Therapeutics, Inc. (MM) (NASDAQ:TSRX)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024