LEXINGTON, Mass.--(BUSINESS WIRE)--Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) and Trius Therapeutics, Inc. (NASDAQ: TSRX) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) in connection with Cubist’s previously announced tender offer for all of the outstanding common stock of Trius.
Expiration of the HSR waiting period satisfies one of the conditions to the closing of the tender offer. The closing of the transaction is also conditioned on the tender of a majority of the outstanding shares of Trius' common stock, on a fully diluted basis, and the satisfaction of other customary closing conditions.
Cubist initiated a cash tender offer on August 13, 2013 to purchase all outstanding shares of Trius’ common stock. The tender offer will expire at 9:00 a.m., Eastern Time, on September 11, 2013, unless extended or terminated. Upon the successful closing of the tender offer, stockholders of Trius will receive $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.
About Trius Therapeutics
Trius Therapeutics, Inc. is a
biopharmaceutical company focused on the discovery, development and
commercialization of innovative antibiotics for serious infections. The
Company's lead investigational drug, tedizolid phosphate, is a novel
antibiotic in Phase 3 clinical development for the treatment of serious
Gram-positive infections, including those caused by
methicillin-resistant Staphylococcus aureus. Trius has partnered
with Bayer HealthCare for the development and commercialization of
tedizolid phosphate outside of the U.S., Canada and the European Union.
In addition to the Company's tedizolid phosphate clinical program, Trius
has initiated Investigational New Drug enabling studies for its Gyrase-B
development candidate with potent activity in vitro against
Gram-negative bacterial pathogens including multi-drug resistant strains
of E. coli, Klebsiella, Acinetobacter and Pseudomonas. For more
information, visit www.triusrx.com.
About Cubist
Cubist Pharmaceuticals, Inc. is a
biopharmaceutical company focused on the research, development, and
commercialization of pharmaceutical products that address significant
unmet medical needs in the acute care environment. Cubist is
headquartered in Lexington, Mass. Additional information can be found at
Cubist’s web site at www.cubist.com.
Notice to Investors
This press release is for informational
purposes only and is not an offer to purchase nor a solicitation of an
offer to sell securities. The solicitation and the offer to purchase
shares of Trius common stock are being made only pursuant to the Offer
to Purchase, Letter of Transmittal and related materials that Cubist and
BRGO Corporation have filed with the SEC on a Tender Offer Statement on
Schedule TO on August 13, 2013. Trius also has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the offer on August 13, 2013. Trius stockholders and other investors
should read these materials carefully because they contain important
information, including the terms and conditions of the offer. Trius
stockholders and other investors may obtain free copies of the Tender
Offer Statement, Solicitation/Recommendation Statement and other
documents filed with the SEC through the web site maintained by the SEC
at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of these documents from Cubist or Trius by contacting: MacKenzie
Partners, Inc. on behalf of Cubist toll free at (800) 322-2885 or
collect at (212) 929-5500 or tenderoffer@mackenziepartners.com;
or Stefan Loren at Westwicke Partners, LLC on behalf of Trius at (443)
213-0507 or sloren@westwicke.com.
Questions and requests for assistance or for additional copies of these
documents may be directed to MacKenzie Partners, Inc., the information
agent for the offer, at (212) 929-5500 for banks and brokers or
toll-free at (800) 322-2885 for stockholders and all others.
Cautionary Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements. Any statements
contained herein which do not describe historical facts, including but
not limited to, statements regarding: the proposed transaction between
Cubist and Trius; the expected timetable for completing the transaction;
are forward-looking statements which involve risks and uncertainties
that could cause actual results to differ materially from those
discussed in such forward-looking statements. Such risks and
uncertainties include: the possibility that certain conditions to the
completion of the transaction between Trius and Cubist are not
satisfied, or that the transaction may otherwise not be completed on a
timely manner, or at all; that, prior to the completion of the
transaction, if at all, Trius may not satisfy one or more closing
conditions; that the merger agreement may be terminated; the ability to
timely consummate the transaction and possibility that the transaction
will not be completed; the ability of Cubist to successfully integrate
Trius’ operations and employees; the anticipated benefits of the
transaction may not be realized; risks related to drug development and
commercialization; and those additional factors discussed in Cubist’s
and Trius’ most recent Quarterly and Annual Reports on Forms 10-Q and
10-K filed with the Securities and Exchange Commission. Cubist and Trius
caution investors not to place considerable reliance on the
forward-looking statements contained in this press release. These
forward-looking statements speak only as of the date of this document,
and Cubist and Trius undertake no obligation to update or revise any of
these statements.