Bristol-Myers Squibb Completes Tender Offer for ZymoGenetics, Inc. with 94.9% of Shares Tendered
08 Oktober 2010 - 2:27PM
Business Wire
Bristol-Myers Squibb Company (NYSE: BMY) announced today that
the tender offer, through its wholly owned subsidiary Zeus
Acquisition Corporation, for all outstanding shares of common stock
of ZymoGenetics, Inc. (NASDAQ: ZGEN) expired at midnight New York
City time on October 7, 2010, and was not extended.
The depositary for the tender offer has advised Bristol-Myers
Squibb that, as of the expiration of the tender offer, shareholders
of ZymoGenetics tendered approximately 82,605,529 shares of
ZymoGenetics common stock, including approximately 1,501,981 shares
subject to guaranteed delivery procedures, representing
approximately 94.9% of the ZymoGenetics shares outstanding.
According to the terms of the tender offer, shares that were
validly tendered and not validly withdrawn have been accepted for
payment.
Bristol-Myers Squibb intends to complete the acquisition of
ZymoGenetics through what is known as a “short-form merger,” that
is, without a vote or meeting of the remaining ZymoGenetics
shareholders. Each of the remaining shares of ZymoGenetics common
stock will be converted into the right to receive $9.75 per share,
in cash, without interest and less any required withholding taxes,
which is the same amount per share which was paid in the tender
offer. The merger is expected to occur as soon as practicable.
Following the merger, ZymoGenetics will become a wholly-owned
subsidiary of Bristol-Myers Squibb, and the common stock of
ZymoGenetics will no longer list on NASDAQ.
Georgeson Inc. acted as information agent for Bristol-Myers
Squibb. Morgan Stanley & Co. Incorporated is serving as
financial advisor to Bristol-Myers Squibb in connection with the
transactions and served as dealer-manager for the tender offer.
Kirkland & Ellis LLP is acting as legal counsel to
Bristol-Myers Squibb.
Forward Looking Statements
This press release contains "forward-looking statements"
relating to the acquisition of ZymoGenetics by Bristol-Myers
Squibb. 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, 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. Forward-looking
statements in the 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, 2009, its Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. Bristol-Myers Squibb undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
Except for the historical information presented herein, matters
discussed herein may constitute forward-looking statements that are
subject to certain risks and uncertainties that could cause actual
results to differ materially from any future results, performance
or achievements expressed or implied by such statements. Statements
that are not historical facts, including statements preceded by,
followed by, or that include the words “future”; “anticipate”;
“potential”; “believe”; or similar statements are forward-looking
statements. Risks and uncertainties include uncertainties as to the
timing of the merger; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; the
effects of disruption from the transaction making it more difficult
to maintain relationships with employees, licensees, other business
partners or governmental entities; as well as risks detailed from
time to time in ZymoGenetics’ public disclosure filings with the
SEC, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, subsequent quarterly filings on Form 10-Q
and the Solicitation/Recommendation Statement filed in connection
with the tender offer. The information contained in this release is
as of October 7, 2009.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of ZymoGenetics.
Bristol-Myers Squibb Company and Zeus Acquisition Corporation have
filed a tender offer statement with the SEC, and have mailed an
offer to purchase, forms of letter of transmittal and related
documents to ZymoGenetics shareholders. ZymoGenetics has filed with
the SEC, and has mailed to ZymoGenetics shareholders, a
solicitation/recommendation statement on Schedule 14D-9. These
documents contain important information about the tender offer and
shareholders of ZymoGenetics are urged to read them carefully.
These documents are available at no charge at the SEC's website
at www.sec.gov. The tender offer statement and the related
materials may be obtained for free by directing a request by mail
to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York
10038 or by calling toll-free (800) 509-1078. In addition, a copy
of the offer to purchase, letter or transmittal and certain other
related tender offer documents (once they become available) may
also be obtained free of charge from Bristol-Myers Squibb by
directing a request to: Public Affairs, (609) 252-6579; E-Mail:
jennifer.mauer@bms.com.
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