Cubist To Buy Trius Therapeutics And Optimer Pharmaceuticals - Quick Facts

(RTTNews) - Cubist Pharmaceuticals Inc. (CBST) announced a definitive agreement to acquire and Trius Therapeutics, Inc. (TSRX) 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, 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.

Cubist noted that Trius brings late-stage antibiotic candidate, tedizolid phosphate (TR-701), as well as several pre-clinical antibiotic programs.

Cubist also announced a merger agreement to acquire Optimer Pharmaceuticals, Inc. (OPTR) for $10.75 per share in cash, or approximately $535 million on a fully diluted basis.

In addition to the upfront cash payment, each stockholder of Optimer will 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.

Cubist expects Optimer transaction to be accretive to its earnings in the first year post closing.