Bristol-Myers Squibb Company (NYSE: BMY) and Amylin
Pharmaceuticals, Inc. (NASDAQ: AMLN) announced today that
Bristol-Myers Squibb will acquire Amylin for $31.00 per share in
cash, pursuant to a cash tender offer and second step merger, or an
aggregate purchase price of approximately $5.3 billion. The total
value of the transaction, including Amylin’s net debt and a
contractual payment obligation to Eli Lilly & Company, together
totaling about $1.7 billion, is approximately $7 billion. The
acquisition has been unanimously approved by the boards of
directors of Bristol-Myers Squibb and Amylin. The board of
directors of Amylin has unanimously recommended that Amylin’s
stockholders tender their shares into the tender offer.
Bristol-Myers Squibb and AstraZeneca (LSE:AZN) announced today
that, following the completion of Bristol-Myers Squibb’s
acquisition of Amylin, the companies will enter into collaboration
arrangements, based on the framework of the existing diabetes
alliance, regarding the development and commercialization of
Amylin’s portfolio of products. Following completion of
Bristol-Myers Squibb’s acquisition of Amylin, AstraZeneca will make
a payment to Amylin, as a wholly owned subsidiary of Bristol-Myers
Squibb, in the amount of approximately $3.4 billion in cash.
Profits and losses arising from the collaboration will be shared
equally. In addition, AstraZeneca has the option, exercisable
at its sole discretion following the closing of the acquisition, to
establish equal governance rights over key strategic and financial
decisions regarding the collaboration, upon the payment to
Bristol-Myers Squibb of an additional $135 million. These
collaboration arrangements have been approved by the boards of
directors of Bristol-Myers Squibb and AstraZeneca.
Amylin is a biopharmaceutical company dedicated to the
discovery, development and commercialization of innovative
medicines for patients with diabetes and other metabolic diseases.
Amylin’s primary focus is on the research, development and
commercialization of a franchise of GLP-1 agonists, for the
treatment of type 2 diabetes.
“Amylin’s innovative diabetes portfolio, talented people and
state-of-the art manufacturing facility complement our
long-standing leadership in metabolics,” said Lamberto Andreotti,
chief executive officer, Bristol-Myers Squibb. “We are pleased to
be able to strengthen the portfolio we have built to help patients
with diabetes by building on the success Amylin has had with its
GLP-1 franchise. The acquisition of Amylin by Bristol-Myers Squibb
is also a unique way for Bristol-Myers Squibb and AstraZeneca to
expand the alliance between the two companies, and it demonstrates
Bristol-Myers Squibb’s innovative and targeted approach to
partnerships and business development.”
Simon Lowth, interim chief executive officer of AstraZeneca,
said: “This is a compelling proposition that will have an immediate
positive impact on revenues and is fully in line with our stated
partnering strategy to enhance top-line growth and strengthen our
late stage pipeline. The broadening of our diabetes collaboration
with Bristol-Myers Squibb is another important step towards
creating a leadership position in the treatment of a disease with
growing unmet medical need that is reaching epidemic proportions in
many areas of the world. The combined development, regulatory and
commercial strengths of the AstraZeneca and Bristol Myers-Squibb
alliance for diabetes provides an excellent platform to unlock the
potential of Amylin’s differentiated treatments for the benefit of
patients worldwide and for our shareholders.”
“We are pleased to announce this transaction that provides
substantial value for Amylin shareholders,” said Daniel M.
Bradbury, president and chief executive officer of Amylin. “Over
the last several months, our Board of Directors, with the
assistance of our financial and legal advisors, has been actively
engaged in a robust and thorough strategic process designed to
maximize the value of our unique diabetes franchise. I strongly
believe that we have accomplished that objective. Our recent U.S.
launch of BYDUREON, the first ever once-weekly therapy for patients
with type 2 diabetes, solidified our position as a driving force in
the fight against this rising global epidemic. Importantly, this
transaction with Bristol-Myers Squibb and their alliance with
AstraZeneca provide the means to maximize the potential and impact
of Amylin’s innovative diabetes therapies and reach more patients
around the world with treatment options to help manage their
disease. In addition, I would like to acknowledge and thank the
dedicated employees of Amylin whose tireless efforts are
responsible for creating the tremendous value that is being
recognized today by two of the most respected companies in the
pharmaceutical industry."
Amylin’s assets include:
- A GLP-1 agonist franchise, including
two treatments for type 2 diabetes, BYETTA(exenatide) injection and
BYDUREON (exenatide extended-release for injectable
suspension/exenatide 2 mg powder and solvent for prolonged release
suspension for injection), approved for use in both the U.S. and
Europe, and a life-cycle management pipeline, including delivery
devices and formulation improvements. The addition of the Amylin
GLP-1 franchise complements Bristol-Myers Squibb’s and
AstraZeneca’s current diabetes portfolio creating a comprehensive
disease management platform;
- Metreleptin, a leptin analog currently
under review at the U.S. Food and Drug Administration (FDA) for the
treatment of diabetes and/or hypertriglyceridemia (high levels of
triglycerides in the bloodstream) in patients with rare forms of
inherited or acquired lipodystrophy;
- SYMLIN® (pramlintide acetate) injection
an amylin analog, approved by the FDA for the treatment of type 1
and type 2 diabetes patients with inadequate glycemic control on
meal-time insulin; and
- A state-of-the-art sterile production
facility in Ohio.
Under the terms of the definitive merger agreement between
Bristol-Myers Squibb and Amylin, Bristol-Myers Squibb will commence
a cash tender offer to purchase all of the outstanding shares of
Amylin’s common stock for $31.00 per share. The closing of the
tender offer is subject to customary terms and conditions,
including the tender of a number of shares that constitutes at
least a majority of Amylin’s outstanding shares of common stock, on
a fully diluted basis, and expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act. The
agreement also provides for the parties to effect, subject to
customary conditions, a merger to be completed following the
completion of the tender offer which would result in all shares not
tendered in the tender offer being converted into the right to
receive $31.00 per share in cash. The merger agreement contains a
provision under which Amylin has agreed not to solicit any
competing offers for the company. Bristol-Myers Squibb will finance
the acquisition from its existing cash resources and credit
facilities.
The companies expect the tender offer to close approximately
thirty days after commencement of the tender offer.
Citi and Evercore are serving as financial advisers to
Bristol-Myers Squibb in connection with the acquisition and
Kirkland & Ellis LLP is its legal adviser. Bank of America
Merrill Lynch is serving as financial adviser to AstraZeneca in
connection with the transactions and Davis Polk & Wardwell LLP
and Covington & Burling LLP are its legal advisers. Credit
Suisse Securities (USA) LLC and Goldman Sachs & Co. are serving
as financial advisers to Amylin in connection with the acquisition
and Skadden, Arps, Slate, Meagher & Flom LLP is its legal
adviser.
For Bristol-Myers Squibb, the transactions are expected to be
dilutive to Non-GAAP earnings per share (EPS) in 2012 and 2013 by
approximately $0.03, becoming slightly accretive starting in 2014
with meaningful accretion expected in the later part of the decade.
The estimated Non-GAAP EPS impact excludes amortization of acquired
intangible assets, restructuring costs and other costs associated
with the transactions. Executives of Bristol-Myers Squibb will
discuss the transactions during a conference call at 8:00 a.m. EDT
on Monday, July 2, 2012. Investors and the general public are
invited to listen by dialing 785-830-1925, confirmation code:
2561034.
Bristol-Myers Squibb Use of Non-GAAP Financial
Information
This non-GAAP information is intended to enhance an investor’s
overall understanding of the company’s financial performance and
prospects for the future. This non-GAAP information is not intended
to be considered in isolation or as a substitute for financial
measures prepared in accordance with GAAP. There is no reasonably
accessible or reliable comparable GAAP measure for this
forward-looking information.
About Bristol-Myers and AstraZeneca Collaboration
Bristol-Myers Squibb and AstraZeneca entered into a
collaboration in January 2007 to enable the companies to research,
develop and commercialize select investigational drugs for type 2
diabetes. The Bristol-Myers Squibb/AstraZeneca diabetes
collaboration is focused around ONGLYZA® (saxagliptin), part of the
innovative class of DPP-4 inhibitors, KOMBIGLYZE® (saxagliptin and
metfomin HCI extended-release) and FORXIGA®(dapagliflozin), an
SGLT2 inhibitor, and is dedicated to global patient care, improving
patient outcomes and creating a new vision for the treatment of
diabetes. ONGLYZA has been submitted for regulatory approval in 93
countries and is approved in 77 countries including the US, Canada,
Mexico, EU, India, Brazil and China. Dapagliflozin received a
positive opinion from the CHMP in Europe in April 2012.
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, please visit http://www.bms.com or follow us on
Twitter at http://twitter.com/bmsnews.
About AstraZeneca
AstraZeneca is a global, innovation-driven biopharmaceutical
business with a primary focus on the discovery, development and
commercialization of prescription medicines for gastrointestinal,
cardiovascular, neuroscience, respiratory and inflammation,
oncology and infectious disease. AstraZeneca operates in over 100
countries and its innovative medicines are used by millions of
patients worldwide. For more information please visit:
www.astrazeneca.com.
About Amylin
Amylin Pharmaceuticals is a biopharmaceutical company dedicated
to improving lives of patients through the discovery, development,
and commercialization of innovative medicines. Amylin is committed
to delivering novel therapies that transform the way diabetes and
other metabolic disorders are treated. Amylin is headquartered in
San Diego, Calif. and has a commercial manufacturing facility in
Ohio. More information about Amylin Pharmaceuticals is available at
http://www.amylin.com.
Bristol-Myers Squibb Forward-Looking Statements
This press release contains "forward-looking statements"
relating to the acquisition of Amylin by Bristol-Myers Squibb and
the discovery, development and commercialization of certain
biological compounds. 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 or that the expected
benefits of the acquisition will be realized. The actual financial
impact of this transaction may differ from the expected financial
impact described in this press release. In addition, the compounds
described in this release 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 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, 2011, 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.
Amylin’s Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve substantial risks and uncertainties. All statements,
other than historical facts included in this press release,
including statements regarding the timing and the closing of the
tender offer and merger transactions; the ability of Bristol-Myers
Squibb to complete the transactions considering the various closing
conditions; and any assumptions underlying any of the foregoing,
are forward looking statements. These intentions, expectations, or
results may not be achieved in the future and various important
factors could cause actual results or events to differ materially
from the forward-looking statements that Amylin makes,
including uncertainties as to the timing of the tender offer and
merger; uncertainties as to how many of Amylin’s stockholders
will tender their stock in the offer; the possibility that
competing offers may be made; the possibility that various closing
conditions to the transactions 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; that
there is a material adverse change of Amylin; other business
effects, including the effects of industry, economic or political
conditions outside of the companies’ control; transaction costs;
actual or contingent liabilities; as well as other cautionary
statements contained elsewhere herein and in Amylin's periodic
reports filed with the Securities and Exchange Commission,
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K. Given these uncertainties,
you should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press
release.
Any forward-looking statements speak only as of the date of this
press release and Amylin undertakes no obligation to
publicly revise any such statements to reflect events or
circumstances that arise after the date of this press release.
Amylin qualifies all of the information contained in this press
release, and particularly these forward-looking statements, by
these cautionary statements.
Additional Information and Where to Find It
The tender offer described in this press release has not yet
commenced, and this press release is neither an offer to purchase
nor a solicitation of an offer to sell securities. At the time the
tender offer is commenced, Bristol-Myers Squibb Company
(“Bristol-Myers Squibb”) will cause B&R Acquisition Company to
file with the U.S. Securities and Exchange Commission (“SEC”) a
tender offer statement on Schedule TO. Investors and Amylin
Pharmaceuticals, Inc. (“Amylin”) 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 Amylin with the SEC, because they will
contain important information. 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 by directing a request to Bristol-Myers
Squibb at www.bms.com or Office of the Corporate Secretary, 345
Park Avenue, 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 Amylin free of charge at
www.amylin.com or by contacting Amylin Pharmaceuticals, Inc. at
9360 Towne Centre Drive, San Diego, California 92121, Telephone
Number (858) 552-2200.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, Bristol-Myers Squibb and
Amylin file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any
reports, statements or other information filed by Bristol-Myers
Squibb or Amylin at the SEC public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Bristol-Myers
Squibb’s and Amylin’s filings with the SEC are also available to
the public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
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