Cubist Announces Expiration of Hart-Scott-Rodino Waiting Period for Acquisition of Trius
29 Agosto 2013 - 5:00PM
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 TherapeuticsTrius 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 CubistCubist 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 InvestorsThis 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 StatementsThis
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.
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