Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) today announced the commencement of its tender offer for all outstanding shares of the common stock of Adolor Corporation (NASDAQ: ADLR) for $4.25 per share in cash, plus one nontransferable Contingent Payment Right (CPR) entitling the holder to receive additional cash payments of up to $4.50 for each share tendered if certain regulatory approvals and/or commercialization milestones for ADL5945 are achieved. The tender offer is being made by FRD Acquisition Corporation, a wholly-owned subsidiary of Cubist, pursuant to the previously announced Agreement and Plan of Merger, dated as of October 24, 2011, for Cubist to acquire Adolor.
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or waiver of customary conditions, including, among others, that the number of shares validly tendered and not validly withdrawn equals at least a majority of the outstanding shares and that any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as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. Adolor 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 Adolor’s Board of Directors that Adolor’s stockholders accept the tender offer and tender their shares in the offer. Copies of the Offer to Purchase, Letter of Transmittal and other related materials 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. Additional information regarding the tender offer may be obtained from Morgan Stanley & Co. LLC, the dealer manager for the offer, toll-free at (888) 840-4015. Broadridge Corporate Issuer Solutions, Inc. is acting as depositary for the tender offer.