This is straight from the tender offer letter: "If the Merger takes place, you
will receive the Merger Consideration in exchange for your Shares, which is the same amount of
consideration per Share that you would have received had you tendered your Shares in the Offer,
subject to your right to pursue appraisal under Delaware law. Therefore, if the Merger takes place and
you do not perfect your appraisal rights, the only difference between tendering your Shares and not
tendering your Shares in the Offer is that you will be paid earlier if you tender your Shares. If we
accept and purchase Shares in the Offer, we will have sufficient voting power to approve the Merger
without the affirmative vote of any other stockholder of Trius. Furthermore, if pursuant to the Offer or
otherwise we own at least 90% of the outstanding Shares, we may effect the Merger without any
further action by the stockholders of Trius."
Sounds like they are paying those who tender earlier than those who don't...
Not going to swear to this, but have been through this once before and I beleive it works a follows.
The offer is open for 21 business days. Assuming that they get the 51% by then, the first stage of the merger closes and the tendered shares are bought and paod within a few days of the close.
After that they will take some more time to complete the second stage of the merger where Cubist (now with full majority) votes for a complete merger and the remaining shares get bought at the same terms. I beleive thet are looking for mid Nov for it all to be wrapped up.
So I think there is no advantage to tendering early (today), and you lose the option to sell on the open market in case of a spike. But there is a reason to tender before the offer expires (as you avoid having to wait an extra month or two). My plan is to tender in a few weeks unless something changes.
BTW, if you tender and they end up having to up the offer, you will get the upped offer, so that is not a concern.