ADLR Adolor Corp. (MM)

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

(Amendment No. 6)

ADOLOR CORPORATION

(Name of Subject Company (Issuer))

FRD ACQUISITION CORPORATION

CUBIST PHARMACEUTICALS, INC.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00724X102

(CUSIP Number of Common Stock)

Tamara L. Joseph

Senior Vice President, 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:

Paul M. Kinsella

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

CALCULATION OF FILING FEE

*                  Estimated solely for purposes of calculating amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The transaction value was calculated adding (1) the product of (a) $8.75, which is the sum of (i) the closing cash payment of $4.25 per share and (ii) $4.50 per share, which is the maximum amount payable with respect to the contingent payment rights and (b) the number of shares of common stock, par value $0.0001 per share (the “Shares”), of Adolor Corporation (“Adolor”) outstanding on a fully-diluted basis as of November 4, 2011, as represented by Adolor in the Agreement and Plan of Merger, dated as of October 24, 2011, among Cubist Pharmaceuticals, Inc., FRD Acquisition Corporation and Adolor, consisting of (x) 46,603,391 Shares issued and outstanding, (y) 1,630,542 shares issuable upon the vesting of deferred stock units, and (2) the product of (a) the difference between (x) $8.75 and (y) an exercise price of $1.19 (the lowest exercise price of any outstanding option) and (b) 4,675,370 shares issuable pursuant to outstanding options with an exercise price less than $8.75.

**           The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #3 for fiscal year 2012, issued September 29, 2011 by the Securities and Exchange Commission, equals $114.60 per million of the value of the transaction.

x           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.

o             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

This Amendment No. 6 to the Tender Offer Statement on Schedule TO (this “ Amendment ”), filed with the Securities and Exchange Commission on November 29, 2011, amends and supplements the Tender Offer Statement on Schedule TO originally filed on November 7, 2011, as amended (the “ Schedule TO ”), and relates to a tender offer by FRD Acquisition Corporation, a Delaware corporation (the “ Offeror ”) and a wholly-owned subsidiary of Cubist Pharmaceuticals, Inc., a Delaware corporation (“ Parent ”), to purchase all of the outstanding shares of Common Stock, par value $0.0001 per share (the “ Shares” ), of Adolor Corporation, a Delaware corporation (the “ Company ”), at a price of $4.25, in cash (the “ Closing Amount ”), for each outstanding Share, plus one non-transferrable contingent payment right (“ CPR ”) per Share, which represents the contractual right to receive up to $4.50, in cash, if specified regulatory and/or commercial milestones are achieved in agreed upon time periods, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer to Purchase dated November 7, 2011 (the “ Offer to Purchase ”) and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “ Offer ”).  This Amendment is being filed on behalf of the Offeror and Parent.  The Schedule TO (including the Offer to Purchase) contains important information about the Offer, all of which should be read carefully by Adolor stockholders before any decision is made with respect to the Offer.

Documentation relating to the Offer has been mailed to Adolor stockholders and may be obtained at no charge at the website maintained by the SEC at www.sec.gov and may also be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by calling toll-free at (800) 322-2885.

The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) thereto, respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided herein.

ITEMS 1 THROUGH 9 AND 11

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

The answer to the question “Is your financial condition relevant to my decision to tender in the Offer” set forth in the Summary Term Sheet on page vi of the Offer to Purchase is hereby deleted in its entirety and replaced with the following:

“We do not believe our financial condition is relevant to your decision to tender your Shares in the Offer because:

·                                           we have sufficient funds available through our parent company, Cubist, to purchase all Shares validly tendered in the Offer;

·                                           the Offer is not subject to any financing condition;

·                                           the Offer is for all of the outstanding Shares of Adolor; and

·                                           as of September 30, 2011, Cubist, which has agreed to make any payments that may become payable with respect to the CPRs, had cash, cash equivalents and short term investments that exceeded the total maximum amount that may be payable at any time with respect to the CPRs and anticipates that it will continue to have cash, cash equivalents and short term investments that exceed the total maximum amount that may be payable at any time with respect to the CPRs.

While, for the reasons stated above, we do not believe our financial condition to be relevant to your decision to tender your Shares, you should consider the following in connection with your decision to tender your Shares:

·                                           Cubist’s future financial condition could deteriorate such that Cubist would not have the necessary cash or cash equivalents to make the payments that become payable with respect to the CPRs;

·                                           holders of CPRs will have no greater rights against Cubist than those accorded to general unsecured creditors under applicable law;

·                                           the CPRs will be effectively subordinated in right of payment to all of Cubist’s secured obligations to the extent of the collateral securing such obligations;

·                                           the CPRs will be effectively subordinated to all existing and future indebtedness, claims of holders of capital stock and other liabilities, including trade payables, of Cubist’s subsidiaries; and

·                                           the filing of a bankruptcy petition by, or on behalf of, Cubist, could prevent Cubist from making some or all payments that become payable with respect to the CPRs.

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See Section 10 “Source and Amount of Funds” of this Offer to Purchase.”

Section 10 — “Source and Amount of Funds” of the Offer to Purchase is hereby deleted in its entirety and replaced with the following:

“We estimate, based on the information provided by Adolor, that the total amount of funds required to purchase all outstanding Shares pursuant to the Offer and to complete the merger could be up to approximately $415 million, which consists of approximately $190 million in Closing Amounts in respect of the Shares and up to approximately $225 million in payments pursuant to the CPRs. Cubist currently has available to it, and Cubist will cause Purchaser to have, (a) at the time of the acceptance of Shares pursuant to the Offer (the “Acceptance Time”), sufficient unrestricted funds to pay the aggregate Closing Amount for all Shares validly tendered into the Offer, subject to the terms and conditions of the Offer and the Merger Agreement, and (b) at the Effective Time, sufficient unrestricted funds to pay in full the aggregate upfront cash portion of the Merger Consideration, subject to the terms and conditions of the Merger Agreement.

In addition, as of September 30, 2011, Cubist had cash, cash equivalents and short term investments that exceeded the total maximum amount that may be payable at any time with respect to the CPRs and anticipates that it will continue to have cash, cash equivalents and short term investments that exceed the total maximum amount that may be payable at any time with respect to the CPRs; however, you should consider the fact that Cubist’s future financial condition could deteriorate such that Cubist would not have the necessary cash or cash equivalents to make the payments that become payable with respect to the CPRs.  Furthermore, you should also consider the fact that: (1) holders of CPRs will have no greater rights against Cubist than those accorded to general unsecured creditors under applicable law; (2) the CPRs will be effectively subordinated in right of payment to all of Cubist’s secured obligations to the extent of the collateral securing such obligations; (3) the CPRs will be effectively subordinated to all existing and future indebtedness, claims of holders of capital stock and other liabilities, including trade payables, of Cubist’s subsidiaries; and (4) the filing of a bankruptcy petition by, or on behalf of, Cubist, could prevent Cubist from making some or all payments that become payable with respect to the CPRs.”

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

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*                                          Previously filed.

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