M&A news: Cubist Pharmaceuticals, and Trius Therapeutics have signed a definitive agreement under which Cubist will acquire all outstanding shares of Trius for $13.50 per share in cash or approximately $707 million on a fully diluted basis.
In addition to the upfront cash payment, each Trius stockholder will receive one Contingent Value Right (CVR), entitling the holder to receive an additional cash payment of up to $2.00 for each share they own if certain commercial sales milestones are achieved.
The total transaction is valued at up to $818 million on a fully diluted basis.
The transaction has been approved by the Boards of Directors of both companies.
Trius brings to Cubist, a big biotech company, a highly complementary, late-stage antibiotic candidate, tedizolid phosphate (TR-701), as well as several pre-clinical antibiotic programs.
Tedizolid phosphate is an IV and orally administered second generation oxazolidinone in development for the potential treatment of certain Gram-positive infections, including methicillin-resistant Staphylococcus aureus (MRSA).
The terms of the non-tradable CVR include an additional payment of up to $2.00 if certain sales milestones are achieved.
The CVR will entitle each Trius stockholder to receive $1.00 per share if net sales of tedizolid in the U.S., Canada and Europe are greater than or equal to $125 million in 2016 and up to an additional $1.00 per share, paid on a pro rata basis, for 2016 net sales between $125 million and $135 million.
For further deal information visit Current Agreements (subscription required)
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