Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) today announced the results of Cubist’s tender offer to purchase all of the outstanding common shares of Trius Therapeutics, Inc. (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 commercial sales milestones are achieved. The tender offer is being effected by Cubist’s subsidiary, BRGO Corporation. The tender offer period expired today, at 9:00 a.m. Eastern Time.
The depositary for the tender offer has advised Cubist that, as of the expiration of the tender offer a total of approximately 31,716,214 shares of Trius common stock had been validly tendered and not withdrawn, representing approximately 65% of the outstanding Trius common shares (not counting as validly tendered shares tendered through notice of guaranteed delivery and not actually delivered). All shares that were validly tendered and not withdrawn during the initial offering period have been accepted for payment.
Pursuant to the terms of the merger agreement, BRGO Corporation, a wholly-owned subsidiary of Cubist, will exercise its option to purchase newly issued shares from Trius. Following this purchase, BRGO Corporation will own sufficient shares to effect a short-form merger with and into Trius. The merger is expected to be completed later today.
In the short-form merger, each share of common stock of Trius not tendered in the tender offer (other than shares held by Trius as treasury stock or owned by Cubist, BRGO Corporation or any other subsidiary of Cubist, and other than shares held by a holder who has properly demanded and perfected appraisal rights in accordance with Section 262 of Delaware General Corporation Law) will be converted into the right to receive $13.50 per share in cash, plus one Contingent Value Right. This is the same price per share paid in the tender offer.