Hughes Hubbard Advises Merck in $9.5B Deal to Buy Cubist

Hughes Hubbard & Reed serves as lead counsel to Merck & Co. in its pending acquisition of antibiotics maker Cubist Pharmaceuticals Inc. for $9.5 billion, including the assumption of $1.1 billion in net debt.

The deal, announced on Dec. 8, is expected to close in the first quarter of 2015. Under the terms of the agreement, Merck will pay $102 per share in cash for Cubist, or an equity valuation of $8.4 billion.
 
Merck’s pending acquisition of Cubist will mark Merck’s second prominent deal in the past six months in which Hughes Hubbard has acted as lead counsel. In June, Hughes Hubbard advised Merck in its $3.85 billion acquisition of Idenix Pharmaceuticals, a biopharmaceutical company engaged in the discovery and development of medicines for the treatment of human viral diseases, whose primary focus is on the development of next-generation oral antiviral therapeutics to treat hepatitis C.
 
Cubist, based in Lexington, Massachusetts, is the maker of the antibiotic Cubicin and a group of other powerful drugs that treat dangerous bacteria and drug-resistant superbugs. Merck said the deal complements the strategy it launched last year to narrow the company’s focus to areas including diabetes, acute hospital care, vaccines and oncology.
 
The deal made headlines in The Wall Street Journal, The New York Times, the Financial Times, USA Today, Bloomberg and other news outlets.
 
Jim Modlin led the Hughes Hubbard team, which included David Schwartz, Andy Braiterman, Andrew Fowler, Gary Simon, Justin Cohen, Erin DeCecchis, David Gold, Christine Lamsvelt and Carol Remy.