CBST munches OPTR and TSRX
Optimer Pharma to be acquired by Cubist Pharma (CBST) for $10.75 per share in cash plus potential CVR of up to $5.00 per share (shares halted) ( OPTR) 13.29 -0.15 : Cubist Pharmaceuticals (CBST) and Optimer Pharmaceuticals announced that they have signed a merger agreement under which Cubist will acquire all of the outstanding shares of Optimer common stock for $10.75 per share in cash, or ~ $535 million on a fully diluted basis. In addition to the upfront cash payment, each stockholder of Optimer will receive a Contingent Value Right (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. The transaction has been approved by the Boards of Directors of both companies.
Terms of the contingent value right (CVR) call for an additional one-time cash payment of up to $5.00 per share based on cumulative net sales of DIFICID in the U.S. and Canada between July 1, 2013 and Dec 31, 2015. The CVR payment will be $3.00 if cumulative net sales exceed $250 million, $4.00 if cumulative net sales exceed $275 million and $5.00 if cumulative net sales exceed $300 million. It is expected that the CVR will be listed on the Nasdaq Stock Market. In addition, Cubist has committed to purchase $25 million of non-voting preferred stock of Optimer per quarter, commencing September 15, 2013, to address Optimer's near-term cash needs prior to closing. The transaction is expected to be accretive to Cubist's earnings in the first year post closing.
Trius Therapeutics to be acquired by Cubist Pharmaceuticals (CBST) for $13.50 per share or ~$707 mln (shares halted) ( TSRX) 11.71 +0.26 : In addition to the upfront cash payment, each co 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 mln on a fully diluted basis. 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 co 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. |
