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Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) and Adolor Corporation (NASDAQ: ADLR) today announced the results of Cubist’s initial tender offer to purchase all of the outstanding shares of common stock of Adolor 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 effected through Cubist’s subsidiary, FRD Acquisition Corporation. The initial tender offer period expired at 12:00 midnight ET, at the end of December 6, 2011.
The depositary for the tender offer has advised Cubist that, as of the expiration of the initial offering period, a total of approximately 36,090,910 shares of Adolor common stock were validly tendered and not withdrawn (not including approximately 1,163,147 shares subject to guaranteed delivery procedures), representing approximately 75% of the outstanding Adolor common shares. All shares that were validly tendered and not withdrawn during the initial offering period have been accepted for payment.
Cubist also announced the commencement of a subsequent offering period that is scheduled to expire at 12:00 midnight, New York City time, at the end of December 9, 2011, unless extended. Any shares validly tendered during this subsequent offering period will be accepted immediately for payment, and tendering stockholders will thereafter promptly be paid the same offer price of $4.25 per share plus one CPR. The procedures for tendering shares during the subsequent offering period are the same as those described for the tender offer in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn. Following completion of the tender offer, Cubist and FRD intend to complete the acquisition of Adolor through a merger under Delaware law. Adolor shareholders who do not tender their shares of Adolor common stock in the tender offer will not receive payment for their shares until the completion of the merger.