Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) today announced the commencement of its tender offer for all outstanding shares of the common stock of Trius Therapeutics (NASDAQ: 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or waiver of customary conditions, including, among others, that the number of shares validly tendered and not validly withdrawn equals at least a majority of the outstanding shares on a fully-diluted basis and that any applicable waiting periods under the Hart-Scott-Rodino Antitrust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.
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