Bristol Myers Squibb and MyoKardia Announce Expiration of HSR Act Waiting Period
04 November 2020 - 12:59PM
Business Wire
Bristol Myers Squibb (NYSE: BMY) and MyoKardia, Inc. (Nasdaq:
MYOK) today announced the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR
Act, in connection with Bristol Myers Squibb’s previously announced
tender offer to acquire all outstanding shares of MyoKardia for a
purchase price of $225.00 per share in cash, or approximately $13.1
billion. The expiration of the waiting period occurred at 11:59
p.m. EST on November 3, 2020.
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Expiration of the waiting period under the HSR Act satisfies one
of the conditions necessary for the consummation of the
transaction, which remains subject to the tender of a majority of
the outstanding shares of MyoKardia’s common stock, as well as
other customary closing conditions. Unless the tender offer is
extended, the offer and withdrawal rights will expire at midnight
(New York City time), one minute after 11:59 p.m. New York City
time, on November 16, 2020.
About Bristol Myers Squibb
Bristol Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious diseases. For more
information about Bristol Myers Squibb, visit us at BMS.com or
follow us on LinkedIn, Twitter, YouTube, Facebook, and
Instagram.
About MyoKardia
MyoKardia is a clinical-stage biopharmaceutical company
discovering and developing targeted therapies for the treatment of
serious cardiovascular diseases. The company is pioneering a
precision medicine approach to its discovery and development
efforts by 1) understanding the biomechanical underpinnings of
disease; 2) targeting the proteins that modulate a given condition;
3) identifying patient populations with shared disease
characteristics; and 4) applying learnings from research and
clinical studies to inform and guide pipeline growth and product
advancement. MyoKardia’s initial focus is on small molecule
therapeutics aimed at the proteins of the heart that modulate
cardiac muscle contraction to address diseases driven by excessive
contraction, impaired relaxation, or insufficient contraction.
Among its discoveries are three clinical-stage therapeutics:
mavacamten (formerly MYK-461); danicamtiv (formerly MYK-491) and
MYK-224.
MyoKardia’s mission is to change the world for people with
serious cardiovascular disease through bold and innovative
science.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials
that Bristol Myers Squibb and its acquisition subsidiary filed with
the U.S. Securities and Exchange Commission (the “SEC”) upon
commencement of the tender offer on October 19, 2020. At the time
the tender offer was commenced, Bristol Myers Squibb caused its
acquisition subsidiary to file with the SEC a tender offer
statement on Schedule TO and MyoKardia filed a
solicitation/recommendation statement on Schedule 14D-9. INVESTORS
AND MYOKARDIA STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED BY
MYOKARDIA WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE CONSIDERED BY MYOKARDIA’S INVESTORS BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender
offer statement and the solicitation/recommendation statement are
available at no charge on the SEC’s website: www.sec.gov. In
addition, a copy of the offer to purchase, letter of transmittal
and certain other related tender offer documents may be obtained
free of charge at www.bms.com or by directing a request to Bristol
Myers Squibb, Office of the Corporate Secretary, 430 East 29th
Street, 14th Floor, New York, New York 10154-0037. A copy of the
tender offer statement and the solicitation/recommendation
statement are available to all stockholders of MyoKardia free of
charge at www.myokardia.com or by contacting MyoKardia at
ir@myokardia.com, telephone number 650-351-4690.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, Bristol Myers Squibb and
MyoKardia file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by Bristol
Myers Squibb or MyoKardia at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Bristol Myers Squibb’s and MyoKardia’s filings with the SEC
are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at www.sec.gov.
INVESTORS AND MYOKARDIA’S STOCKHOLDERS ARE ADVISED TO READ THE
SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE TENDER OFFER, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains “forward-looking statements”
relating to the acquisition of MyoKardia by Bristol Myers Squibb
and the development and commercialization of certain biological
compounds. Such forward-looking statements are generally identified
by terminology such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other similar words.
These statements are only predictions, and such forward-looking
statements are based on current expectations and involve inherent
risks and uncertainties, including factors that could delay, divert
or change any of them, and could cause actual outcomes and results
to differ materially from current expectations. No forward-looking
statement can be guaranteed. Among other risks are (i) that there
can be no guarantee that the acquisition will be completed, or if
it is completed, that it will close within the anticipated time
period or that the expected benefits of the acquisition will be
realized, (ii) the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger
agreement and (iii) unanticipated difficulties or expenditures
relating to the proposed transaction, the response of business
partners and competitors to the announcement of the proposed
transaction and/or potential difficulties in employee retention as
a result of the announcement and pendency of the proposed
transaction. The actual financial impact of this transaction may
differ from the expected financial impact described in this press
release. In addition, the compounds described in this press release
are subject to all the risks inherent in the drug development
process, and there can be no assurance that the development of
these compounds will be commercially successful. Forward-looking
statements in this press release should be evaluated together with
the many uncertainties that affect Bristol Myers Squibb’s business,
particularly those identified in the cautionary factors discussion
in Bristol Myers Squibb’s Annual Report on Form 10-K for the year
ended December 31, 2019, and its subsequent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K and in MyoKardia’s most
recent Annual Report on Form 10-K for the year ended December 31,
2019 and subsequent quarterly reports filed on Form 10-Q with the
SEC, as well as other documents that may be filed by MyoKardia from
time to time with the SEC. Neither Bristol Myers Squibb nor
MyoKardia undertakes any obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made
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Bristol Myers Squibb Media: media@bms.com
609-252-3345 Investors: Tim Power, 609-252-7509,
timothy.power@bms.com Nina Goworek, 908-673-9711,
nina.goworek@bms.com MyoKardia Michelle Corral Executive
Director, Corporate Communications and Investor Relations
MyoKardia, Inc. 650-351-4690 ir@myokardia.com Hannah Deresiewicz
(investors) Stern Investor Relations, Inc. 212-362-1200
hannah.deresiewicz@sternir.com Julie Normart (media) W2O
628-213-3754 jnormart@w2ogroup.com
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