Only Scant Antitrust Concerns -- Merck's Definitive $102/Share, Offered In Cash -- For Cubist

So the rumor -- is a fact, now. [Some ideas, from my "down and dirty" Sunday coffee due diligence file, here -- but the price will now be around $7.9 billion all in, to Merck -- and that's still a very good deal for Whitehouse Station.]

Moreover, Merck will have no trouble completing the tender offer -- as this is also a great, fully priced offer, to the Cubist shareholders. And there are only a few (very little) antitrust wrinkles, so this should close on time, and on target. Here's a bit from Whitehouse Station, just now:

. . . .Unanimously approved by the boards of directors of both companies, the transaction has an equity valuation of $8.4 billion and will also include $1.1 billion in net debt (based on projected cash balances) and other considerations for a total transaction value of approximately $9.5 billion. . . .

Merck believes now is an optimal time to significantly grow its hospital acute care presence because of the positive regulatory and reimbursement trends in the hospital setting and the increasingly important role that hospitals are expected to provide in healthcare overall. . . .

Under the terms of the agreement, Merck, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Cubist Pharmaceuticals, Inc. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Cubist’s outstanding shares (assuming the exercise of all options), the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Upon the completion of the tender offer, Merck will acquire all remaining shares through a second-step merger without the need for a stockholder vote under Delaware law. The companies expect the transaction to close in the first quarter of 2015. . . .

We will keep you posted here -- listening in, on the webcast/call now. . . .

UPDATED: Because the MRSA antibiotic world is so fragmented (though Cubicin is the clear leader, here -- on track for $2 billion a year in sales for 2017 and beyond -- as its patents get renewed and extended), and the emerging clostridium difficile treatments include non-drug options (um. . . purified stool implants, and now, even capsules, ick!), there will be almost no Hart-Scott issues. I predict an early termination of the Hart-Scott waiting period. Smooth sailing, from here.