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Oct 24, 2011

Cubist to Pay $190M Up Front for Adolor to Gain Opioid Receptor Antagonists

Cubist to Pay $190M Up Front for Adolor to Gain Opioid Receptor Antagonists

Adolor stockholders will receive $4.35 cash per share and one CPR worth up to $4.5 per share dependent on approval of opioid-associated constipation candidate.[© Sergey Dashkevich - Fotolia.com]

  • Adolor's stock price shot up 130% this Monday morning on news that Cubist Pharmaceuticals is to buy the firm in a cash and shares deal that could total up to $415 million, net of Adolor’s third quarter 2011 cash balance. Cubist's share price, meanwhile, had by 10 a.m. EDT dropped by about 4% on Friday's close.

    Under terms of the acquisition deal Cubist will pay $4.50 per cash for each of the outstanding Adolor shares, which will amount to about $190 million. Adolor stockholders will then also receive one contingent payment right (CPR) for each Adolor share they own, entitling them to receive additional cash payments of up to $4.50 for each share they own on the achievement of U.S. and European regulatory approvals of and/or commercialization milestones for lead opioid-induced constipation candidate ADL5945.

    The transaction has been unanimously approved by both firm’s boards, and Cubist will commence a tender offer to purchase all of the outstanding shares of Adolor for the up-front cash payment and a CPR.

    Adolor already markets its oral, peripherally acting mu opioid receptor antagonist, Entereg® (alvimoapan), as the only FDA-approved treatment for speeding upper and lower gastrointestinal recovery time following partial large or small bowel resection surgery with primary anastomosis. The drug generated over $25 million in U.S. sales in 2010, and $15.5 million in sales in the first six months of 2011 (to June 30). Cubist says it anticipates peak Entereg sales will reach of $100 million annually.

    Poised to start in Phase III studies in 2012, ADL5945 is an oral, peripherally restricted mu opioid receptor antagonist in development for the treatment of chronic opioid induced constipation (OIC). Positive data from Phase II studies with ADL5945 were reported in August 2011. Cubist says it aims to retain certain U.S. and specialty rights to the drug, and look for a partner for ex-U.S. and primary care commercialization of ADL5945.

    Adolor’s earlier-stage pipeline includes ADL7445, a back-up compound in Adolor’s OIC program, ADL6906 (beloxepin), a compound with a novel and potentially differentiating pharmacological profile for treating chronic pain, and novel, selective centrally acting mu opioid receptor antagonists (CAMORs) currently in development for the treatment of l-DOPA-induced dyskinesia (LID) associated with the management of Parkinson disease.

    Cubist's existing marketed product, Cubicin® (daptomycin for injection), is an antibiotic targeting certain Gram-positive infections including MRSA, complicated skin and skin structure infections, and Staphylococcus aureus bacteremia. Just last week the firm reported that its net U.S. sales of Cubicin reached $186.4 million in the third quarter of 2011, up 21% on the equivalent period in 2010. Product revenues from international sales of Cubicin for the third quarter of 2011 were $9.8 million, an increase of 63% over the third quarter of 2010.

    Cubist has two additional products in its own pipeline. CXA-201 is a cephalosporin/tazobactam combination of CXA-101 and tazobactam, which is being developed for the treatment of infections caused by drug-resistant Pseudomonas aeruginosa and other Gram-negative pathogens. Enrollment has now started in two pivotal global Phase III trials evaluating the drug against complicated urinary tract infections, and the first of two pivotal Phase III studies has started in patients with complicated intra-abdominal infections. Second lead candidate, CB-183315, is an oral bactericidal lipopeptide being developed for the treatment of Clostridium difficile-associated diarrhea (CDAD). Cubist reported positive data from a Phase III trial back in September, and expects to start Phase III studies during the first half of 2012. 


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