Cubist Pharmaceuticals has entered into two separate agreements to acquire Optimer Pharmaceuticals and Trius Therapeutics, as part of the company's Building Blocks of Growth strategy to strengthen its presence in acute care and hospital environments.
Under a merger agreement, Cubist will acquire all of the outstanding shares of Optimer common stock for $10.75 per share in cash, or nearly $535m on a fully diluted basis, with total transaction valued at up to $801m.
Merger with Optimer brings Cubist the first USFDA-approved antibacterial drug, DIFICID, indicated to treat Clostridium difficile-associated diarrhea (CDAD) in adults 18 years of age or older.
Morgan Stanley & Co. is acting as the exclusive financial advisor and Ropes & Gray as legal counsel to Cubist, while JP Morgan Securities and Centerview Partners are acting as financial advisors and Sullivan & Cromwell as legal counsel to Optimer.
The definitive agreement between Cubist and Trius involves acquisition of all outstanding shares of Trius for $13.50 per share in cash or approximately $707m on a fully diluted basis, with total transaction valued at up to $818m.
Acquisition of Trius brings to Cubist a 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).
Barclays is acting as the exclusive financial advisor and Ropes & Gray as legal counsel to Cubist, whereas Citi and Centerview Partners are acting as financial advisors and Cooley as legal counsel to Trius.
Both the transactions are likely to complete later this year, subject to required regulatory approvals and other customary closing conditions.