UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER
SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
TRIUS THERAPEUTICS, INC.
(Name Of Subject Company (Issuer))
BRGO CORPORATION
CUBIST PHARMACEUTICALS, INC.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
89685K100
(CUSIP Number of Common Stock)
Thomas J. DesRosier
Senior Vice President, Chief Legal Officer,
General Counsel and Secretary
Cubist Pharmaceuticals, Inc.
65 Hayden Avenue
Lexington, MA 02421
(781) 860-8660
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Christopher Comeau
Paul Kinsella
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
Telephone: (617) 951-7000
CALCULATION OF FILING FEE
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* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.
Amount Previously Paid: |
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N/A |
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Filing Party: |
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x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
Date
Dear Dr. XXX;
Earlier this week, Cubist announced our planned acquisitions of both Trius Therapeutics and Optimer Pharmaceuticals. As a key infectious disease expert, we thought it important to convey this information to you directly.
The prospects of continuing the development and potential commercialization of tedizolid (Trius) and the marketing of DIFICID (Optimer) reaffirms Cubists mission to provide therapies for seriously ill patients treated in and around the hospital setting.
Assuming the successful completion of the planned acquisitions and the success of our combined late stage pipeline, Cubist will contribute significantly towards the goal set by IDSA in their 10 by 20 program for 2020.
We are excited about building the Cubist infectious disease portfolio and look forward to meeting with you soon.
Sincerely;
Lorianne K. Masuoka, M.D.
Senior Vice President, Clinical Development and Medical Affairs, and Chief Medical Officer
Peggy McKinnon, PharmD
Sr. Director, Field Medical Affairs
Cubist Pharmaceuticals, Inc.
65 Hayden Avenue
Lexington, MA 02421