To Adolor Stock Option Holders:Merger Agreement • November 10th, 2011 • Adolor Corp • Pharmaceutical preparations
As you know, Adolor Corporation (“Adolor”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cubist Pharmaceuticals, Inc. (“Cubist”) and FRD Acquisition Corporation (“Purchaser”) pursuant to which Purchaser has commenced a tender offer (the “Offer”) to acquire all of the issued and outstanding shares of common stock of Adolor for (i) $4.25 per share (the “Closing Amount”), plus (ii) one nontransferable contingent payment right (“CPR”) per share entitling the holder to receive additional cash payments of up to $4.50 if specified regulatory and/or commercial milestones for ADL5945 are achieved within agreed upon time periods. Provided that the conditions of the Offer are satisfied, Purchaser will be merged with and into Adolor (the “Merger”).
