Replies to post #830 on Trius Therapeutics, Inc. (TSRX)

[TRUISM]

CBST announced the commencement of its tender offer for all outstanding shares of the common stock of Trius Therapeutics(TSRX) for $13.50/share in cash, plus one Contingent Value Right, entitling the holder to receive an additional cash payment of up to $2/share they tender if certain sales milestones are achieved.

Our Board of Directors also considered a variety of risks and other potentially negative factors of the Merger Agreement and the Transactions, including the following:

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the fact that Trius' stockholders will not participate in any potential future benefit from obtaining regulatory approval for and commercializing tedizolid phosphate or from value created through its preclinical programs other than up to $2.00 per Share under the CVR Agreement;

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the effect of the announcement and pendency of the Merger Agreement and the Offer on Trius' operations, employees, collaboration partners, suppliers and its ability to retain employees;

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the fact that our executive officers and members of our Board of Directors may be deemed to have interests in the execution and delivery of the Merger Agreement and all of the Transactions, including the Offer and the Merger, that may be different from or in addition to those of our stockholders, generally;

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the fact that, if the Offer and the other Transactions are not consummated in a timely manner or at all:

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the trading price of Shares may be adversely affected;

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Trius will have incurred significant transaction and opportunity costs attempting to consummate the Transactions;

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Trius may have lost potential collaboration partners and employees after announcement of the Offer;

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Trius' business may be subject to significant disruption;

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Trius' directors, officers and other employees will have expended considerable time and effort to consummate the Transactions;

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the $23.3 million termination fee payable to Purchaser upon the occurrence of certain events, including the potential effect of such termination fee to deter other potential acquirers from publicly making a competing offer for Trius that might be more advantageous to Trius' stockholders, and the impact of the termination fee on Trius' ability to engage in certain other transactions for twelve months from the date of the Merger Agreement is terminated in certain circumstances;

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the fact that the gain realized by Trius' stockholders as a result of the Offer and the Merger generally will be taxable to the stockholders for U.S. federal income tax purposes; and

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the restrictions in the Merger Agreement on the conduct of Trius' business prior to the consummation of the Merger, which may delay or prevent Trius from undertaking business or other opportunities that may arise prior to the consummation of the Offer or the Merger.

$13.50 plus the $2.00 CVR....

The BOD's of both Trius and Cubist were bound by Cubist's NDA.

Now there's an early termination fee?

Cubist knew exactly what it was doing and for this not to be subject to a shareholder vote speaks volumes to me.

We shareholders have until sometime in September to decide;unless they receive a 90% majority vote.

I am still curious as to whether "potential buyer D" will come out of the woodworks with a late proposal.


Take Care and God Bless....God Bless Us All.


Truth4Once