Biopharma Cubist Makes Two Acquisitions for up to $1.6B

August 2, 2013 |Cubist Pharmaceuticals, a Lexington, Mass.-based biopharmaceutical company focused on the research, development, and commercialization of pharmaceutical products that address significant unmet medical needs in the acute care environment has signed two merger agreements, with Trius Therapeutics and Optimer Pharmaceuticals. The combined total of the two acquisitions could be $1.6 billion

Trius brings to Cubist a highly complementary, late-stage antibiotic candidate, tedizolid phosphate (TR-701), as well as several pre-clinical antibiotic programs. The Trius agreement has Cubist acquiring 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.

Optimer received FDA approval in May 2011 for DIFICID, the first antibacterial drug approved in more than 25 years to treat Clostridium difficile-associated diarrhea in adults 18 years of age or older. The terms of the Optimer Pharmaceuticals agreement has Cubist acquiring all of the outstanding shares of Optimer common stock for $10.75 per share in cash, or approximately $535 million on a fully diluted basis. Optimer stockholders will also receive a CVR, which is expected to be publicly traded, entitling the holder to receive an additional one-time cash payment of up to $5.00 for each share they own if certain net sales of DIFICID (fidaxomicin) are achieved, or a total transaction value of up to $801 million on a fully diluted basis.

Both transactions have been approved by the Boards of Directors and are expected to close later this year subject to required regulatory approvals and other customary closing conditions. Cubist