This Schedule 14A relates solely to preliminary communications made prior to furnishing security holders of
Mirati Therapeutics, Inc. (the Company) with a proxy statement related to a proposed transaction in which a wholly owned subsidiary of Bristol-Myers Squibb Company (Parent) will be merged with and into the
Company, with the Company being the surviving corporation and continuing as a wholly owned subsidiary of Parent (the Proposed Transaction), upon the terms and subject to the conditions set forth in the Agreement and Plan of
Merger, dated October 8, 2023, among the Company, Parent, and Vineyard Merger Sub Inc., a wholly owned subsidiary of Parent.
This Schedule 14A
filing consists of the following documents relating to the Proposed Transaction:
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Exhibit 99.1: E-mail distributed to clinical trial contractors
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Additional Information and Where to Find it
In
connection with the proposed acquisition of the Company by Parent, the Company intends to file a preliminary and definitive proxy statement. The definitive proxy statement and proxy card will be delivered to the stockholders of the Company in
advance of the special meeting relating to the proposed acquisition. This Schedule 14A is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. THE COMPANYS STOCKHOLDERS AND INVESTORS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF PARENT AND THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES TO THE PROPOSED ACQUISITION. Investors and security holders will be able to obtain a free copy of the proxy statement and such other documents containing
important information about Parent and the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Parent and the Company make available free of charge at Parents website at
www.bms.com/investors and the Companys website at www.ir.mirati.com, respectively, copies of materials they file with, or furnish to, the SEC.
Participants in the Solicitation
This Schedule 14A does
not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Parent, the Company and their respective directors, executive officers and certain employees may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in connection with the proposed acquisition. Information regarding Parents directors and executive officers is contained in Parents Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 14, 2023, and its definitive proxy statement for the 2023 annual meeting of stockholders, which was filed with the
SEC on March 23, 2023. Information regarding the Companys directors and executive officers is contained in the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on February 28, 2023, and its definitive proxy statement for the 2023 annual meeting of stockholders, which was filed with the SEC on April 6, 2023. To the extent holdings of Parents or the
Companys securities by their respective directors or executive officers have changed since the amounts set forth in such 2023 proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the
definitive proxy statement relating to the proposed acquisition when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SECs website at www.sec.gov, Parents website at www.bms.com and the
Companys website at www.mirati.com.
Cautionary Statement Regarding Forward-Looking Statements
This Schedule 14A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the acquisition of the Company by Parent, potential contingent consideration, and the development and commercialization of certain biological
compounds, including the therapeutic and commercial potential of KRAZATI® (adagrasib), sitravatinib (TAM receptor inhibitor), MRTX1719 (MTA-cooperative
PRMT5 inhibitor),