Hart-Scott-Rodino Waiting Period Expires for Cubist Acquisition of Optimer
LEXINGTON, Mass. -- September 13, 2013
Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) and Optimer Pharmaceuticals, Inc.
(NASDAQ: OPTR) today announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) in connection
with the previously announced merger agreement under which Cubist will acquire
all of the outstanding common stock of Optimer.
Expiration of the HSR waiting period satisfies one of the conditions to the
closing of the merger. The proposed merger remains subject to approval by the
stockholders of Optimer, as well as other customary closing conditions.
Upon closing of the merger, each holder of Optimer common stock will receive
$10.75 per share in cash, plus one Contingent Value Right, 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) in the United
States and Canada are achieved.
About Optimer Pharmaceuticals
Optimer is a global biopharmaceutical company currently focused on
commercializing its antibiotic product DIFICID® (fidaxomicin) tablets in the
United States and Canada, and developing other fidaxomicin products in the
United States and worldwide, both independently and with its partners and
licensees. DIFICID, a macrolide antibacterial drug, was approved by the U.S.
Food and Drug Administration on May 27, 2011, for the treatment of Clostridium
difficile-associated diarrhea, or CDAD, in adults 18 years of age and older.
Fidaxomicin also has received marketing authorization in other jurisdictions,
including the European Union, where it is marketed under the trade name
DIFICLIR™ by Optimer’s licensee, Astellas Pharma Europe. CDAD is the most
common symptom of Clostridium difficile infection, or CDI. Additional
information can be found at http://www.optimerpharma.com.
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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and other federal
securities laws. Any statements contained herein which do not describe
historical facts, including but not limited to, statements regarding the
proposed transaction between Cubist and Optimer, are forward-looking
statements which involve risks and uncertainties that could cause actual
results to differ materially from those discussed in such forward-looking
statements. Such risks and uncertainties include: the possibility that certain
conditions to the completion of the transaction between Optimer and Cubist are
not satisfied, or that the transaction may otherwise not be completed in a
timely manner, or at all; that, prior to the completion of the transaction, if
at all, Optimer may not satisfy one or more closing conditions; that the
merger agreement may be terminated; the impact of the proposed transaction on
the business, employees, customers, suppliers and commercial partners of
Cubist and Optimer; the ability of Cubist to successfully integrate Optimer’s
operations and employees; the ability of Cubist to achieve the net sales
required to trigger a future cash payment in respect of the contingent value
right component of the merger consideration; the anticipated benefits of the
transaction may not be realized; risks related to drug development and
commercialization; and those additional factors discussed in Cubist’s and
Optimer’s most recent Quarterly and Annual Reports on Forms 10-Q and 10-K
filed with the Securities and Exchange Commission (“SEC”). Cubist and Optimer
caution investors not to place considerable reliance on the forward-looking
statements contained in this press release. These forward-looking statements
speak only as of the date of this document, and Cubist and Optimer undertake
no obligation to update or revise any of these statements.
Additional Information and Where to Find It
This press release shall not constitute an offer of any securities for sale.
In connection with the proposed merger, Cubist has filed a registration
statement on Form S-4 with the SEC, which includes a preliminary proxy
statement/prospectus, and Optimer will be mailing a definitive proxy
statement/prospectus to Optimer’s stockholders. BEFORE MAKING ANY VOTING
DECISION, OPTIMER’S STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING
THE PROPOSED MERGER (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THESE
DOCUMENTS), WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Optimer’s stockholders and other investors may obtain, without charge,
a copy of the proxy statement/prospectus and other relevant documents filed
with the SEC, when they become available, from the SEC’s website at
http://www.sec.gov. In addition, investors and stockholders may obtain free
copies of the documents filed with the SEC by directing a request to: Cubist,
65 Hayden Avenue, Lexington, MA 02421, Attention: Investor Relations, or
Optimer, 101 Hudson Street, Suite 3501, Jersey City, NJ 07302, telephone:
(201) 333-8819, or from Optimer’s website, http://www.optimerpharma.com.
Participants in Solicitation
Optimer and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Optimer’s stockholders with
respect to the proposed merger. Information about Optimer’s directors and
executive officers and their ownership of Optimer’s common stock is set forth
in the proxy statement for Optimer’s 2013 annual meeting of shareholders, as
filed with the SEC on Schedule 14A on April 12, 2013 and amended on April 19,
2013. Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed merger, which may
be different than those of Optimer’s stockholders generally, may be obtained
by reading the proxy statement/prospectus and other relevant documents filed
with the SEC regarding the proposed merger, when they become available. You
may obtain free copies of these documents as described in the preceding
Cubist Pharmaceuticals, Inc.
Eileen C. McIntyre, 781-860-8533
Vice President, Investor Relations
Julie DiCarlo, 781-860-8063
Senior Director, Corporate Communications
David Walsey, 858-964-3418
VP of Investor Relations and Corporate Communications
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