Acquisition Brings Repotrectinib, a Potential
Best-in-Class, Next-Generation ROS1/NTRK Inhibitor with
Differentiated Duration of Response for Patients with ROS1-positive
First-Line Non-Small Cell Lung Cancer; Expected to Launch in
2023
Bristol Myers Squibb to Commence All-Cash
Tender Offer to Acquire All Outstanding Shares of Turning Point
Therapeutics for $76.00 per Share
Expected to be Accretive to Non-GAAP Earnings
Per Share beginning in 2025
Bristol Myers Squibb (NYSE:BMY) and Turning Point Therapeutics,
Inc. (NASDAQ:TPTX) today announced a definitive merger agreement
under which Bristol Myers Squibb will acquire Turning Point
Therapeutics for $76.00 per share. The transaction was unanimously
approved by both the Bristol Myers Squibb and Turning Point
Therapeutics Boards of Directors and is anticipated to close during
the third quarter of 2022.
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Turning Point Therapeutics is a clinical-stage precision
oncology company with a pipeline of investigational medicines
designed to target the most common mutations associated with
oncogenesis. Turning Point Therapeutics’ lead asset, repotrectinib,
is a next-generation, potential best-in-class tyrosine kinase
inhibitor (TKI) targeting the ROS1 and NTRK oncogenic drivers of
non-small cell lung cancer (NSCLC) and other advanced solid tumors.
Repotrectinib has been granted three Breakthrough Therapy
Designations from the U.S. Food and Drug Administration. In the
Phase 1/2 TRIDENT-1 clinical trial, longer duration of response has
been observed in the landmark analysis with repotrectinib than with
existing ROS1 agents in first-line NSCLC.
Bristol Myers Squibb expects repotrectinib to be approved in the
U.S. in the second half of 2023 and become a new standard of care
for patients with ROS1-positive NSCLC in the first-line setting.
The company also plans to continue to explore the potential of
Turning Point Therapeutics’ promising pipeline of novel
compounds.
“The acquisition of Turning Point Therapeutics further broadens
our leading oncology franchise by adding a best-in-class,
late-stage precision oncology asset,” said Giovanni Caforio, M.D.,
Board Chair and Chief Executive Officer, Bristol Myers Squibb.
“With this transaction, we are continuing our strong track record
of strategic business development to further enhance our growth
profile.”
“Today’s news builds upon our long legacy of pioneering
next-generation medicines for patients with cancer,” said Samit
Hirawat, M.D., Chief Medical Officer, Global Drug Development,
Bristol Myers Squibb. “With repotrectinib, we have the opportunity
to change the standard of care and address a significant unmet
medical need for ROS1-positive non-small cell lung cancer
patients.”
“Through this transaction, we will be able to harness the full
potential of our precision oncology platform to advance the
standard of care for cancer patients. Since our founding, we have
leveraged our deep scientific expertise to develop a pipeline of
promising precision oncology assets,” said Athena Countouriotis,
M.D., President and Chief Executive Officer, Turning Point
Therapeutics. “With Bristol Myers Squibb’s leadership in oncology,
strong commercial capabilities and manufacturing footprint, we will
be able to further accelerate the pace at which we can bring our
novel medicines to benefit people diagnosed with cancer around the
world.”
Financial Details and 2022 Financial Guidance
The transaction supports Bristol Myers Squibb’s medium- to
long-term growth strategy with accretion to non-GAAP earnings per
share (EPS) beginning in 2025. The transaction is expected to be up
to $0.08 per share dilutive to non-GAAP EPS in 2022 prior to any
impact from an acquired in-process research and development charge
based on final accounting treatment. The accounting treatment as a
business combination or asset acquisition will be determined upon
the expected close of the transaction in the third quarter of
2022.
Transaction Terms and Financing
Under the terms of the merger agreement, Bristol Myers Squibb
will promptly commence a tender offer to acquire all of the
outstanding shares of Turning Point Therapeutics’ common stock at a
price of $76.00 per share in an all-cash transaction for a total
consideration of $4.1 billion in equity value. Turning Point
Therapeutics’ Board of Directors unanimously recommends that
Turning Point Therapeutics shareholders tender their shares in the
tender offer.
The transaction is subject to customary closing conditions,
including the tender of a majority of the outstanding shares of
Turning Point Therapeutics’ common stock and the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Following the successful
closing of the tender offer, Bristol Myers Squibb will acquire all
remaining shares of Turning Point Therapeutics that are not
tendered into the tender offer through a second-step merger at the
same price of $76.00 per share.
Bristol Myers Squibb expects to finance the acquisition with
cash on hand.
Advisors
Gordon Dyal & Co., LLC is serving as the exclusive financial
advisor to Bristol Myers Squibb, and Kirkland & Ellis LLP is
serving as legal counsel. Goldman Sachs & Co. LLC is serving as
the exclusive financial advisor to Turning Point Therapeutics, and
Cooley LLP is serving as legal counsel.
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 Turning Point Therapeutics
Inc.
Turning Point Therapeutics is a clinical-stage precision
oncology company with a pipeline of investigational drugs designed
to address key limitations of existing cancer therapies. The
company’s lead drug candidate, repotrectinib, is a next-generation
kinase inhibitor targeting the ROS1 and TRK oncogenic drivers of
non-small cell lung cancer and advanced solid tumors.
Repotrectinib, which is being studied in a registrational Phase 2
study in adults and a Phase 1/2 study in pediatric patients, has
shown antitumor activity and durable responses among kinase
inhibitor treatment-naïve and pre-treated patients. The company’s
pipeline of precision oncology drug candidates is being studied
across a variety of solid tumors. The company is driven to develop
therapies that mark a turning point for patients in their cancer
treatment. For more information, visit www.tptherapeutics.com.
Additional Information about the Tender
Offer and Where to Find it
The tender offer described in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell securities, nor is it a substitute for the tender offer
materials that Bristol Myers Squibb and Rhumba Merger Sub Inc.
(“Merger Sub”) will file with the U.S. Securities and Exchange
Commission (“SEC”). At the time the tender offer is commenced,
Bristol Myers Squibb will cause Merger Sub to file a tender offer
statement on Schedule TO and Turning Point Therapeutics will file a
recommendation statement on Schedule 14D-9. INVESTORS AND TURNING
POINT THERAPEUTICS STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE RELATED
SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL
BE FILED BY TURNING POINT THERAPEUTICS WITH THE SEC, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BY
TURNING POINT THERAPEUTICS’S INVESTORS BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER. These documents will be available
at no charge on the SEC’s website at www.sec.gov. In addition, a
copy of the offer to purchase, letter of transmittal and certain
other related tender offer documents (once they become available)
may be obtained free of charge at www.bms.com or by directing a
request to Bristol Myers Squibb, Office of the Corporate Secretary,
430 East 29th Street, 14th Floor, New York, New York 10154-0037. A
copy of the tender offer statement and the
solicitation/recommendation statement will be made available to all
stockholders of Turning Point Therapeutics free of charge at
tptherapeutics.com.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, the company and Turning
Point Therapeutics file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read
any reports, statements or other information filed by the company
or Turning Point Therapeutics with the SEC at no charge on the
SEC’s website at www.sec.gov.
Cautionary Statement Regarding
Forward-Looking Statements
This communication 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 Turning
Point Therapeutics by the company and the development and
commercialization of certain biological compounds. 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
tender offer and the subsequent merger, (ii) the number of shares
of the Turning Point Therapeutics’ common stock that will be
tendered in the tender offer, (iii) the risk that the expected
benefits or synergies of the acquisition will not be realized, (iv)
the risk that legal proceedings may be instituted related to the
merger agreement, (v) any competing offers or acquisition proposals
for Turning Point Therapeutics, (vi) the possibility that various
conditions to the consummation of the tender offer or the
acquisition may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the offer or the acquisition and (vii)
unanticipated difficulties or expenditures relating to the proposed
transaction, the response of business partners and competitors to
the announcement of the proposed transaction and/or potential
difficulties in employee retention as a result of the announcement
and pendency of the proposed transaction. The actual financial
impact of this transaction may differ from the expected financial
impact described in this communication. In addition, the compounds
described in this communication are subject to all the risks
inherent in the drug development process, and there can be no
assurance that the development of these compounds will be
commercially successful. Forward-looking statements in this
communication 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, 2021, and its subsequent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K and in Turning Point
Therapeutics’ Annual Report on Form 10-K for the year ended
December 31, 2021 and its subsequent Quarterly Reports on Form 10-Q
, as well as other documents that may be filed by Bristol Myers
Squibb or Turning Point Therapeutics from time to time with the
SEC. Neither the company nor Turning Point Therapeutics undertakes
any obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.
The forward-looking statements made in this communication relate
only to events as of the date on which the statements are made.
Use of Non-GAAP Financial Information
and Financial Guidance
In discussing financial guidance, Bristol Myers Squibb refers to
financial measures that are not in accordance with U.S. Generally
Accepted Accounting Principles (GAAP). The non-GAAP financial
measures are provided as supplemental information to the financial
measures presented in this communication that are calculated and
presented in accordance with GAAP and are presented because
management has evaluated the company’s financial results both
including and excluding the adjusted items or the effects of
foreign currency translation, as applicable, and believes that the
non-GAAP financial measures presented portray the results of the
company's baseline performance, supplement or enhance management,
analysts and investors overall understanding of the company’s
underlying financial performance and trends and facilitate
comparisons among current, past and future periods
Non-GAAP earnings and related EPS information are adjusted to
exclude certain costs, expenses, gains and losses and other
specified items that are evaluated on an individual basis after
considering their quantitative and qualitative aspects and
typically have one or more of the following characteristics, such
as being highly variable, difficult to project, unusual in nature,
significant to the results of a particular period or not indicative
of past or future operating results. These items are excluded from
non-GAAP earnings and related EPS information because Bristol Myers
Squibb believes they neither relate to the ordinary course of
Bristol Myers Squibb’s business nor reflect Bristol Myers Squibb’s
underlying business performance. Similar charges or gains were
recognized in prior periods and will likely reoccur in future
periods.
Because the non-GAAP financial measures are not calculated in
accordance with GAAP, they should not be considered superior to or
as a substitute for the related financial measures that are
prepared in accordance with GAAP and are not intended to be
considered in isolation and may not be the same as or comparable to
similarly titled measures presented by other companies due to
possible differences in method and in the items being adjusted. We
encourage investors to review our financial statements and
publicly-filed reports in their entirety and not to rely on any
single financial measure.
A reconciliation of the forward-looking non-GAAP measures
presented in this communication is not provided due to the inherent
difficulty in forecasting and quantifying items that are necessary
for such reconciliation. Namely, we are not able to reliably
predict the impact of specified items or currency exchange rates
beyond the next twelve months. As a result, the reconciliation of
these non-GAAP measures to the most directly comparable GAAP
measures is not available without unreasonable effort. In addition,
the company believes such a reconciliation would imply a degree of
precision and certainty that could be confusing to investors. The
variability of the specified items may have a significant and
unpredictable impact on our future GAAP results. In addition, the
non-GAAP financial guidance in this communication excludes the
impact of any potential additional future strategic acquisitions
and divestitures and any specified items that have not yet been
identified and quantified. The financial guidance is subject to
risks and uncertainties applicable to all forward-looking
statements as described elsewhere in this communication.
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Bristol Myers Squibb Media: media@bms.com Investor
Relations: investor.relations@bms.com Turning Point
Therapeutics Media and Investor Relations:
ir@tptherapeutics.com
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