Form 8-K Shows Cubist Notice of Failure For CVR Agreement
NOTICE IS HEREBY GIVEN that, pursuant to the terms of the Contingent Value Rights Agreement by and between Cubist Pharmaceuticals, Inc. (the “Issuer”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of October 24, 2013 (the “CVR Agreement”), a Failure Purchase Eligibility Date, as defined in the CVR Agreement, has occurred, and the Issuer has elected to purchase (the “Failure Purchase”), and will purchase on February 2, 2015 (the “Failure Purchase Date”), all of the 50,785,558 issued and outstanding contingent value rights (“CVRs”) issued pursuant to the CVR Agreement. The purchase price (the “Failure Purchase Price”) equals $0.059225 per CVR, which amount is equal to 115% of the volume weighted average price paid per CVR for all CVRs traded over the forty-five (45) trading days prior to the fifth (5th) trading day prior to the date hereof. The Failure Purchase is being effected pursuant to Section 10.5 of the CVR Agreement. Upon mailing of this Notice of Failure Purchase in accordance with Section 10.2 of the CVR Agreement, the CVRs became irrevocably due and payable on the Failure Purchase Date at the Failure Purchase Price.
Unless the Issuer fails to make payment of the Failure Purchase Price in accordance with the terms of the CVR Agreement, all right, title and interest in and to the CVRs and any other amounts due under the CVR Agreement, if any, on the CVRs called for Failure Purchase ceases to accrue on and after the Failure Purchase Date. Funds for the payment of the Failure Purchase Price retained by the Trustee, as paying agent (the “Paying Agent”), subsequent to the Failure Purchase Date shall be held uninvested and without liability for interest thereon.
No action is required by holders of CVRs that are held in book-entry form. If the CVRs are held in book-entry form, payment of the Failure Purchase Price will be distributed on the Failure Purchase Date.
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