Cubist Pharmaceuticals, Inc. CBST today announced the commencement of its tender offer for all outstanding shares of the common stock of Trius Therapeutics 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 sales milestones are achieved. The tender offer is being made by BRGO Corporation, a wholly-owned subsidiary of Cubist, pursuant to the previously announced Agreement and Plan of Merger, dated July 30, 2013, for Cubist to acquire Trius.
The tender offer and merger are subject to the satisfaction or waiver of customary conditions, including, among others, that the number of shares validly tendered and not validly withdrawn equals at least a majority of the outstanding shares on a fully-diluted basis and that any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, have expired or otherwise been terminated.
Cubist filed today with the U.S. Securities and Exchange Commission (SEC) a Tender Offer Statement on Schedule TO, setting forth in detail the terms of the tender offer. Trius also filed today with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, setting forth in detail, among other things, the unanimous recommendation of Trius' Board of Directors that Trius' stockholders accept the tender offer and tender their shares in the offer. Copies of the Offer to Purchase, Letter of Transmittal and other materials related to the tender offer are available free of charge from MacKenzie Partners, Inc., the information agent for the tender offer, at (212) 929-5500 for banks and brokers or toll-free at (800) 322-2885 for stockholders and all others. Computershare Trust Company, N.A., is acting as depositary for the tender offer.
The tender offer and any withdrawal rights to which Trius' stockholders may be entitled expire at 9:00 a.m., Eastern Time, on September 11, 2013, unless extended or earlier terminated.
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.
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 Trius common stock are being made only pursuant to the Offer
to Purchase, Letter of Transmittal and related materials that Cubist and
BRGO Corporation have filed with the SEC on a Tender Offer Statement on
Schedule TO on August 13, 2013. Trius also has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the offer on August 13, 2013. Trius stockholders and other investors
should read these materials carefully because they contain important
information, including the terms and conditions of the offer. Trius
stockholders and other investors may obtain free copies of the Tender
Offer Statement, 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 Trius by contacting: MacKenzie
Partners, Inc. on behalf of Cubist toll free at (800) 322-2885 or
collect at (212) 929-5500 or tenderoffer@mackenziepartners.com;
or Stefan Loren at Westwicke Partners, LLC on behalf of Trius at (443)
213-0507 or sloren@westwicke.com.
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.
INVESTORS:
Cubist
Eileen C. McIntyre, 781-860-8533
Vice
President, Investor Relations
eileen.mcintyre@cubist.com
or
MacKenzie
Partners, Inc.
Mark Harnett, 212-929-5500
tenderoffer@mackenziepartners.com
or
MEDIA:
Julie
DiCarlo, 781-860-8063
Senior Director, Corporate Communications
julie.dicarlo@cubist.com
© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.