Cubist Pharmaceuticals Commences Tender Offer for All Outstanding Shares of Adolor
08 November 2011 - 12:35AM
Business Wire
Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) today announced the
commencement of its tender offer for all outstanding shares of the
common stock of Adolor Corporation (NASDAQ: ADLR) 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 made by FRD Acquisition Corporation, a
wholly-owned subsidiary of Cubist, pursuant to the previously
announced Agreement and Plan of Merger, dated as of October 24,
2011, for Cubist to acquire Adolor.
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number of shares validly tendered and not validly withdrawn equals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 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. Adolor 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 Adolor’s Board of Directors that
Adolor’s stockholders accept the tender offer and tender their
shares in the offer. Copies of the Offer to Purchase, Letter of
Transmittal and other related materials 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. Additional
information regarding the tender offer may be obtained from Morgan
Stanley & Co. LLC, the dealer manager for the offer, toll-free
at (888) 840-4015. Broadridge Corporate Issuer Solutions, Inc. is
acting as depositary for the tender offer.
The tender offer and any withdrawal rights to which Adolor’s
stockholders may be entitled expire at 12:00 midnight, New York
City time, on December 6, 2011, unless extended or earlier
terminated.
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
Adolor common stock are being made only pursuant to the Offer to
Purchase, Letter of Transmittal and related materials that Cubist
and FRD Acquisition Corporation have filed with the SEC on a Tender
Offer Statement on Schedule TO on November 7, 2011. Adolor
also has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the offer on November 7, 2011.
Adolor stockholders and other investors should read these materials
carefully because they contain important information, including the
terms and conditions of the offer. Adolor stockholders and other
investors may obtain free copies of the Tender Offer Statement, the
tender offer 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 Adolor by contacting: MacKenzie Partners, Inc. on behalf Cubist
toll free at (800) 322-2885 or collect at (212) 929-5500 or
tenderoffer@mackenziepartners.com, or Stephen W. Webster of Adolor
at (484) 595-1500. 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.
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