Cubist signs two acquistion deals for a total upfront value of more than $1.2 billion

Company looks to finalize deals for Trius for $707 million and Optimer for $535 million, plus contingent value rights in each deal

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LEXINGTON, Mass.—July 30 was a busy day for CubistPharmaceuticals, which announced the signing of two acquisition deals that,together, would come to about $1.24 billion in upfront costs.
One deal is for San Diego-based Trius TherapeuticsInc. for $13.50 per share in cash, or approximately $707 million on a fullydiluted basis, and the other is for Jersey City, N.J.-based Optimer Pharmaceuticals Inc. for $10.75 per share in cash, or approximately $535million on a fully diluted basis.
Of course, the price for both companies could verywell be higher, as both deals involve contingent value rights if certainmilestones are reached. In the case of Trius, that comes to as much as $2 pershare, for a potential total payout of $818 million. For Optimer, it's a larger$5 for each share if certain net sales of Dificid are achieved, which wouldbring that transaction to as much as $801 million.
As for what makes the two companies worth apotential $1.61 billion, Cubist says that Trius brings a highly complementary,late-stage antibiotic candidate, tedizolid phosphate (TR-701), as well asseveral preclinical antibiotic programs. Tedizolid phosphate is an IV andorally administered second generation oxazolidinone in development for thepotential treatment of certain Gram-positive infections, includingmethicillin-resistant Staphylococcusaureus (MRSA). Tedizolid phosphate met all primary and secondary endpointsin two Phase III clinical trials studying patients with acute bacterial skinand skin structure infections, and the expectation is that a New DrugApplication for tedizolid phosphate for that purpose will be submitted to theU.S. Food and Drug Administration (FDA) during the second half of 2013 and aMarketing Authorization Application will be submitted to the European MedicinesAgency in the first half of 2014.
"Trius is a tremendous strategic fit with Cubistthat supports our Building Blocks of Growth long-range goals while extendingour global leadership in the acute care environment," said Cubist CEO MichaelBonney. "Tedizolid is an exciting late-stage antibiotic candidate that webelieve has the potential to be an important new tool in the infectious diseasecommunity's battle against resistant infections caused by MRSA. We believe ourextensive clinical, regulatory and commercial experience in acute care willallow us to complement this team's work and maximize the potential fortedizolid while driving substantial near and long-term benefits for hospitals,patients and shareholders alike."
Meanwhile, Optimer bring Dificid, which received FDAapproval in May 2011, becoming the first antibacterial drug approved in morethan 25 years to treat Clostridiumdifficile-associated diarrhea (CDAD) in adults 18 years of age or older. Intwo large Phase III clinical studies, DIFICID 200 mg twice daily was comparableto oral vancomycin 125 mg four times daily in clinical response at the end of10 days of treatment, and was superior to vancomycin in sustained clinicalresponse through 25 days beyond the end of treatment.
The CDAD market is large,Cubist says, with more 700,000 cases annually in the U.S. alone and a highrecurrence rate of 20 percent to 30 percent. Hospital stays related to CDADincreased fourfold from 1993 to 2009 and, according to the U.S. Centers forDisease Control and Prevention, the disease is estimated to be responsible forapproximately 14,000 deaths per year in the United States.
"Optimer is a natural fit for Cubist given ourco-promotion of Dificid [since 2011] and focus on the acute care and hospitalenvironments," Bonney noted, adding that the transaction "meets our strictcriteria for acquisitions" and, like the Trius deal, is well aligned with Cubist'sBuilding Blocks of Growth strategic plan.
"There is a significant and rising need for Dificidas CDAD infections continue to be a growing clinical and economic burdenglobally," Bonney continued. "Given Cubist's outstanding hospital-basedcommercial infrastructure and our first-hand experience co-promoting Dificid inthe U.S., we are uniquely positioned to maximize Dificid's full potential forthe benefits of patients, hospitals and our shareholders. We expect a verysmooth transition, and we look forward to its contributions to creatingshareholder value for many years to come."
Both deals are expected to close later this year,pending shareholder and/or regulatory approvals.

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