Bristol Myers Squibb and RayzeBio Announce Expiration of HSR Act Waiting Period
12 Februar 2024 - 12:59PM
Business Wire
Bristol Myers Squibb (NYSE: BMY) and RayzeBio, Inc. (Nasdaq:
RYZB) 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 of the outstanding shares of RayzeBio
common stock for a purchase price of $62.50 per share in cash, or
approximately $4.1 billion. The expiration of the waiting period
occurred at 11:59 p.m. EST on February 9, 2024.
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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, including the tender offer and the merger, which
remains subject to the tender of a majority of the outstanding
shares of RayzeBio’s common stock, as well as other customary
closing conditions. Unless the tender offer is extended, the offer
will expire one minute after 11:59 p.m. New York City time, on
February 22, 2024.
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 RayzeBio
RayzeBio is building a radiopharmaceutical therapeutics (RPT)
company to treat various cancers, with its lead program in a Phase
3 clinical trial. RayzeBio has created a pipeline of multiple drug
candidates in therapeutic areas with significant market
opportunities. Much like antibody drug conjugates emerged as a new
and transformative treatment modality in certain cancers, the
company sees an opportunity for innovative radiopharmaceutical
therapeutics to follow a similar path. RayzeBio believes its
strategic investments in building a robust product pipeline,
development capabilities, and manufacturing infrastructure position
the company to be an industry-leading pioneer in the broad
application of RPT for cancer.
Additional Information about the Tender
Offer and Where to Find It
This document is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any
shares of the common stock of RayzeBio or any other securities, nor
is it a substitute for the tender offer materials described herein.
At the time the tender offer was commenced, a tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, was filed by Bristol Myers
Squibb and Rudolph Merger Sub Inc., a wholly owned indirect
subsidiary of Bristol Myers Squibb, with the SEC, and a
solicitation/recommendation statement on Schedule 14D-9 was filed
by RayzeBio with the U.S. Securities and Exchange Commission, or
the SEC. The offer to purchase shares of RayzeBio common stock is
being made only pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule
TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ
BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE,
THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING
THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR SECURITIES.
Investors and security holders may obtain a free copy of the
offer to purchase, the related letter of transmittal, certain other
tender offer documents and the solicitation/recommendation
statement, and other documents filed with the SEC on the SEC’s
website at www.sec.gov or by directing such requests to the
information agent for the offer, who is named in the tender offer
statement. The offer to purchase and related tender offer documents
may also be obtained for free on Bristol Myers Squibb’s website at
www.bms.com/investors. In addition, Bristol Myers Squibb and
RayzeBio each files annual, quarterly and current reports and other
information with the SEC, which are also available to the public at
no charge at www.sec.gov.
Cautionary Statement Regarding
Forward-Looking Statements
This document contains “forward-looking statements” regarding,
among other things, the proposed acquisition of RayzeBio by Bristol
Myers Squibb. These statements may be identified by the fact they
use words such as “should,” “could,” “expect,” “anticipate,”
“estimate,” “target,” “may,” “project,” “guidance,” “intend,”
“plan,” “believe,” “will” and other words and terms of similar
meaning and expression in connection with any discussion of future
operating or financial performance, although not all
forward-looking statements contain such terms. All statements that
are not statements of historical facts are, or may be deemed to be,
forward-looking statements. 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. Actual results may differ materially from current
expectations because of numerous risks and uncertainties including
with respect to (i) the timing of the closing of the merger, (ii)
the risk that the expected benefits or synergies of the proposed
acquisition will not be realized, (iii) risks associated with any
legal proceedings instituted related to the merger agreement, and
(iv) unanticipated difficulties or expenditures relating to the
proposed transaction, the response of business partners and
competitors to the consummation of the proposed transaction and/or
potential difficulties in employee retention as a result of the
consummation of the proposed transaction. Forward-looking
statements in this document 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, 2022, and its subsequent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K and in RayzeBio’s latest
Quarterly Report on Form 10-Q for the quarter ended September 30,
2023 and its subsequent Current Reports on Form 8-K, as well as
other documents that may be filed by Bristol Myers Squibb or
RayzeBio from time to time with the SEC. Neither Bristol Myers
Squibb nor RayzeBio undertakes any obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events or otherwise, except to the extent
required by law. The forward-looking statements made in this
document relate only to events as of the date on which the
statements are made.
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Bristol Myers Squibb
Media Inquiries: Media: media@bms.com
Investors: Investor Relations:
investor.relations@bms.com
RayzeBio
Arvind Kush Email: info@rayzebio.com
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