This Amendment No. 3 (this “Amendment No. 3”)
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule
14D-9”) filed by MyoKardia, Inc., a Delaware corporation (the “Company,” “MyoKardia,” “we” or “us”), with the Securities and
Exchange Commission (the “SEC”) on October 19, 2020.
This Schedule 14D-9
relates to the cash tender offer (the “Offer”) by Gotham Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation
(“Parent” or “Bristol Myers Squibb”), to acquire all of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”), at a price per
share equal to $225.00, net to the seller of such shares of Company Common Stock in cash, without interest, subject to any withholding of taxes required by applicable law. The Offer is disclosed in the Tender Offer Statement on Schedule TO (together
with any amendments or supplements thereto, the “Schedule TO”), filed by Parent and Merger Sub with the SEC on October 19, 2020, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
October 19, 2020, and in the related Letter of Transmittal.
The information in the Schedule
14D-9, including all exhibits and annexes that were previously filed with the Schedule 14D-9, is incorporated in this Amendment No. 3 by reference, except that such
information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Schedule 14D-9 and page
number references herein refer to the Schedule 14D-9.
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Item 4.
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The Solicitation or Recommendation
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Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The following paragraph replaces in its entirety the second paragraph under the heading “Opinion of the Company’s Financial
Advisors – Opinion of Centerview Partners LLC – Summary of Centerview Financial Analysis – Discounted Cash Flow Analysis” on page 35 to read as follows:
“In performing this analysis, Centerview calculated a range of equity values for the shares of Company Common Stock by
(a) discounting to present value as of September 30, 2020 using discount rates ranging from 9.0% to 11.0% (reflecting Centerview’s analysis of the Company’s weighted average cost of capital) and using a mid-year convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of the Company over the period beginning on October 1, 2020 and ending on
December 31, 2045, utilized by Centerview based on the Management Projections, (ii) an implied terminal value of the Company, calculated by Centerview by assuming that unlevered free cash flows would decline in perpetuity after
December 31, 2045 at a rate of free cash flow decline of 80.0% year-over-year in perpetuity, and (iii) tax savings from usage of the Company’s federal net operating losses of $351 million as of December 31, 2019 and the
Company’s estimated future losses as provided by the Company management and (b) adding to the foregoing results the Company’s estimated net cash of $900 million as of September 30, 2020, as set forth in the Internal Data,
and the present value of the estimated costs associated with future equity raises set forth in the Internal Data. Centerview divided the result of the foregoing calculations by the Company’s fully diluted outstanding shares of Company Common
Stock (determined using the treasury stock method and taking into account approximately 53.3 million basic shares outstanding and the dilutive impact of 4.7 million outstanding in-the-money options with a weighted-average exercise price of $42.60, 0.9 million restricted stock units and 0.1 million performance stock units, based on information provided by the Company
management) as of October 1, 2020 as set forth in the Internal Data, resulting in a range of implied equity values per share of Company Common Stock of $150.75 to $191.10, rounded to the nearest $0.05. Centerview then compared this range to the
Consideration of $225.00 per share to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.”
The following replaces in its entirety the fifth bullet of the second paragraph under the heading “Opinion of the Company’s
Financial Advisors – Opinion of Guggenheim Securities, LLC – Summary of Financial Analyses – MyoKardia Change-of-Control Financial Analyses –
MyoKardia Discounted Cash Flow Analysis” on page 43 to read as follows:
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