Cubist Pharmaceuticals is shelling out more than $1.6 billion on a pair of acquisitions that will broaden its pipeline with one antibiotic approved two years ago, and another in late-stage clinical development.
Cubist said yesterday it will acquire Trius Therapeutics for $818 million, as well as acquire Optimer Pharmaceuticals for an additional $801 million, in separate deals. The deals were approved by the boards of all three companies, but require regulatory approvals and other customary closing conditions before Cubist can close on its acquisitions.
In snapping up Trius, Cubist acquires the late-stage antibiotic candidate tedizolid phosphate (TR-701), as well as several preclinical antibiotic programs. Tedizolid phosphate is an IV and orally administered second-generation oxazolidinone for acute bacterial skin and skin structure infections (ABSSSI); as well as hospital-acquired bacterial pneumonia (HABP), ventilator-associated bacterial pneumonia (VABP), and other indications where Gram-positive pathogens are major contributors to infection, including methicillin-resistant Staphylococcus aureus (MRSA).
Tedizolid phosphate met all primary and secondary endpoints in two Phase III clinical trials studying patients with ABSSSI. As a result, New Drug Application to market tedizolid phosphate for ABSSSI is expected to be submitted to FDA by year’s end, while a Marketing Authorization Application will be submitted to the European Medicines Agency in the first half of 2014.
Trius shareholders will receive from Cubist $13.50 cash for each outstanding share, or approximately $707 million in all, plus one Contingent Value Right (CVR) entitling holders to receive up to an additional $2 cash per share payment tied to commercial sales milestones—including $1 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 per share, paid pro rata, for 2016 net sales between $125 million and $135 million.
“Trius is a tremendous strategic fit with Cubist that supports our Building Blocks of Growth long-range goals while extending our global leadership in the acute care environment,” Cubist CEO Michael Bonney said in a statement. “We believe our extensive clinical, regulatory, and commercial experience in acute care will allow us to complement this team’s work and maximize the potential for tedizolid while driving substantial near and long-term benefits for hospitals, patients, and shareholders alike.”
Cubist yesterday also disclosed plans to acquire Optimer, which in July 2011 successfully launched Dificid® (fidaxomicin), the first antibacterial drug approved in more than 25 years to treat Clostridium difficile-associated diarrhea (CDAD) in adults 18 years old and older. In two Phase III clinical studies, a 200 mg, twice-daily dose of Dificid proved no worse than a 125 mg, 4x daily oral dose of vancomycin in clinical response at the end of 10 days of treatment, and was superior to vancomycin in sustained clinical response through 25 days beyond the end of treatment.
Cubist and Optimer have extended for one year an agreement where the companies agreed to co-promote Dificid to U.S. physicians, hospitals, and other healthcare institutions.
“Optimer is a natural fit for Cubist given our co-promotion of Dificid and focus on the acute care and hospital environments,” Bonney said in the statement. “We are uniquely positioned to maximize Dificid's full potential for the benefits of patients, hospitals and our shareholders. We expect a very smooth transition, and we look forward to its contributions to creating shareholder value for many years to come.”
Cubist will acquire all outstanding shares of Optimer common stock for $10.75 cash per share, or approximately $535 million overall. Optimer shareholders will also receive CVRs entitling them to additional one-time cash payments of up to $5 per share owned, tied to undisclosed net sales milestones for Dificid.