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Bull & Lifshitz, LLP announces an investigation into possible breaches of fiduciary duty in connection with the proposed sale of Adolor Corporation (NASDAQ: ADLR) (referred to as "Adolor" or the “Company”) to Cubist Pharmaceuticals, Inc. (“Cubist”) in a transaction valued at up to $415 million, net of Adolor’s third quarter 2011 cash balance.
Under the terms of the agreement, Cubist will commence a tender offer to purchase all of the outstanding shares of Adolor for the upfront cash payment and a Contingent Payment Right (“CPR”). Cubist will acquire all of the outstanding shares of Adolor for $4.25 per share in cash, or approximately $190 million on a fully-diluted basis, net of Adolor’s third quarter 2011 cash balance. In addition to the upfront cash payment, each Adolor stockholder will receive one 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.