This Amendment No. 4 (this “Amendment No. 4”) 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. 4 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.
Item 8.
Additional Information
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1.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following new subsection before the final subsection entitled “Forward-Looking Statements” at the end of such Item 8:
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“Final Results of the Offer and Completion of the Merger.
The Offer expired at midnight (New York City time) (i.e., one minute after 11:59 p.m. New York City time), on November 16, 2020. Equiniti Trust Company,
in its capacity as depositary for the Offer (the “Depositary”), advised that, as of the expiration of the Offer, a total of 42,180,978 shares of Company Common Stock (excluding shares of Company Common Stock with respect to which
notices of guaranteed delivery (“Notices of Guaranteed Delivery”) were delivered and for which certificates were not yet delivered and that have not yet been “received” as defined in Section 251(h) of the DGCL) were
validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 78.9% of the shares of Company Common Stock outstanding as of the expiration of the Offer. In addition, the Depositary has advised that Notices of
Guaranteed Delivery have been delivered with respect to approximately 6,150,189 shares of Company Common Stock that have not yet been tendered, representing approximately 11.5% of the outstanding shares of Company Common Stock. As of the expiration
of the Offer, the number of shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, as defined in the Offer to Purchase. Promptly after the expiration of the Offer, Merger Sub
irrevocably accepted for payment, and will promptly pay for, all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer.
As a result of its acceptance of the shares of Company Common Stock tendered in the Offer, Merger Sub completed the Merger on November 17, 2020, in accordance
with Section 251(h) of the DGCL without a vote of the Company’s stockholders. At the Effective Time of the Merger, each issued and outstanding share of Company Common Stock (other than (i) shares of Company Common Stock with respect
to which the holders thereof have properly exercised and perfected demands for appraisal of such shares in accordance with Section 262 of the DGCL, (ii) shares of Company Common Stock that are owned by the Company as treasury stock and
(iii) shares of Company Common Stock held by Parent or Merger Sub) were converted automatically into the right to receive $225.00 in cash, without interest, subject to any withholding of taxes required by applicable law.
Following consummation of the Merger, the shares of Company Common Stock will be delisted and will cease to trade on the NASDAQ Global Select Market. Parent
and Merger Sub intend to take steps to cause the termination of the registration of the shares of Company Common Stock under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as
practicable.