UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMYLIN PHARMACEUTICALS, INC.
(Name of Subject Company)
AMYLIN
PHARMACEUTICALS, INC.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
032346108
(CUSIP Number of Class of Securities)
Daniel M. Bradbury
President and Chief Executive Officer
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, California 92121
(858) 552-2200
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Nancy Lieberman
Ann Beth Stebbins
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
This Schedule 14D-9 contains the following documents relating to the proposed acquisition of Amylin
Pharmaceuticals, Inc. (
Amylin
) by B&R Acquisition Company, a wholly-owned subsidiary of Bristol-Myers Squibb Company (
Bristol-Myers Squibb
) pursuant to the terms of an Agreement and Plan of Merger, dated
June 29, 2012, by and among Amylin, Bristol-Myers Squibb and B&R Acquisition Company:
|
1.
|
Joint press release issued by Amylin and Bristol-Myers Squibb, dated June 29, 2012;
|
|
2.
|
Email delivered to Amylin employees from Daniel Bradbury, Amylin Chief Executive Officer, on June 29, 2012;
|
|
3.
|
Employee FAQ attached to email delivered to Amylin employees, on June 29, 2012;
|
|
4.
|
Script of voicemail delivered to Amylin employees from Daniel Bradbury, Amylin Chief Executive Officer, on June 29, 2012; and
|
|
5.
|
Manager Toolkit delivered to management employees of Amylin.
|
Bristol-Myers Squibb and AstraZeneca Expand Diabetes Alliance Through Bristol-Myers
Squibbs Acquisition of Amylin Pharmaceuticals
|
|
|
Strengthens Leadership Position of Successful Alliance in Growing Area of High Unmet Medical Need
|
|
|
|
Complements Current Portfolio Creating a More Comprehensive Disease Management Platform with the Addition of Novel GLP-1 Agonist
Franchise
|
|
|
|
Adds Approved and Marketed Products for Type 2 Diabetes, including BYETTA
®
and BYDUREON
|
(PRINCETON, N.J., LONDON, and SAN DIEGO, June 29, 2012) -
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 Amylins 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 Amylins stockholders tender their shares into the tender offer.
Bristol-Myers Squibb and AstraZeneca (LSE:AZN) announced today that, following the completion of Bristol-Myers Squibbs 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 Amylins portfolio of products. Following completion of
Bristol-Myers Squibbs 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. Amylins primary focus is on the research, development and commercialization of a franchise of GLP-1 agonists, for the treatment of type 2
diabetes.
Amylins 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 Squibbs 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 Amylins
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 Amylins 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.
Amylins 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 Squibbs and AstraZenecas 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
Amylins 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 Amylins 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 investors overall understanding of the companys 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 Squibbs business, particularly those identified in the cautionary factors discussion in
Bristol-Myers Squibbs 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.
Amylins 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 Amylins 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 Amylins 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 SECs 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 Squibbs and
Amylins 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
.
Contacts
Bristol-Myers Squibb:Media:
Jennifer Fron Mauer, 609-252-6579,
jennifer.mauer@bms.com
; Laura Hortas, 609-252-4587,
laura.hortas@bms.com
.
Investors:
Teri Loxam, 609-252-3368,
teri.loxam@bms.com
; Timothy Power, 609-252-7509,
timothy.power@bms.com
.
|
|
|
|
|
AstraZeneca:
|
|
|
|
|
|
|
|
Media Enquiries
|
|
|
|
|
|
|
|
Esra Erkal-Paler
|
|
+44 20 7604 8030
|
|
|
Sarah Lindgreen
|
|
+44 20 7604 8033
|
|
|
|
|
|
Investor Enquiries UK
|
|
|
|
|
James Ward-Lilley
|
|
+44 20 7604 8122 mob: +44 7785 432613
|
|
|
|
|
|
Karl Hård
|
|
+44 20 7604 8123 mob: +44 7789 654364
|
|
|
|
|
|
Investor Enquiries US
|
|
|
|
|
Ed Seage
|
|
+1 302 886 4065 mob: +1 302 373 1361
|
|
|
Amylin:
Media:
Alice Izzo, 858-642-7272,
alice.izzo@amylin.com
Investors:
Christine Everett-Zedelmayer, 858-458-8517,
christine.everett@amylin.com
Email to Employees
I want to share some very important news about the future of Amylin. Today is an important day for our company and as valued employees I wanted you to be the first people I reached out to regarding
todays announcement and what it means for the future of Amylin. A few minutes ago we announced that we have entered into a definitive merger agreement under which Bristol-Myers Squibb will acquire Amylin in an all cash transaction with an
enterprise value of approximately $7 billion.
Following the completion of Bristol-Myers Squibbs acquisition of Amylin, Bristol-Myers
Squibb and AstraZeneca will enter into collaboration arrangements, based on their existing framework, regarding Amylins portfolio of products. As many of you know, Bristol-Myers Squibb and AstraZeneca are two of the most well-known and well
respected companies in the pharmaceutical industry. Together they bring enhanced financial resources, as well as regulatory, scientific and marketing expertise to the fight against the rising global diabetes epidemic.
As part of Bristol-Myers Squibb and AstraZeneca, Amylin will benefit from their combined resources and global footprint and will be best positioned to
maximize the potential and impact of our innovative diabetes therapies and reach more patients around the world with our treatment options. As you know, we have achieved much in the last year, including delivering the first ever once-weekly therapy
in the U.S. for patients with type 2 diabetes. It is accomplishments like these, driven by your tireless efforts, that have generated the tremendous value that is being recognized today by these two great pharmaceutical companies, and I thank
you for your unwavering dedication.
As you can appreciate, we are in the early stages of this process and there is a lot of work to be done
in the days ahead. I recognize that you are likely to have many questions about what this announcement means for you. We will work diligently to keep you up-to-date as we progress through this process and will communicate new information
with you when it becomes available. To provide additional information and answer to some of your initial questions, a copy of todays press release and a short Q&A document are included with this message.
Between now and the completion of the transaction, which we expect to occur in third quarter of 2012, Amylin, Bristol-Myers Squibb and AstraZeneca will
continue to operate as independent companies and operations at Amylin will continue as usual. As a result, it is important that all of us at Amylin maintain our focus on the task at hand, and continue serving the patients and prescribers who
depend on Amylin to manage their disease.
As always, I thank you for your continued commitment to Amylin and your hard work.
Dan
Amylin - Employee FAQ
1.
|
What was announced today?
|
Amylin and Bristol-Myers Squibb today announced that their boards of directors have unanimously approved a definitive merger agreement
under which Bristol-Myers Squibb will acquire Amylin in a tender offer for $31.00 per share in cash for an enterprise value of approximately $7 billion, including assumption of debt.
Following the completion of Bristol-Myers Squibbs acquisition of Amylin, Bristol-Myers Squibb and AstraZeneca will enter into
collaboration arrangements, based on their existing framework, regarding Amylins portfolio of products.
2.
|
Why is Amylin being acquired by both Bristol-Myers Squibb and AstraZeneca?
|
Bristol-Myers Squibb and AstraZeneca are two of the most well-known and well respected companies in the pharmaceutical industry. As part of Bristol-Myers Squibb and AstraZeneca, Amylin will benefit from
their combined resources and global footprint and will be best positioned to maximize the potential and impact of our innovative diabetes therapies and reach more patients around the world with our treatment options.
Amylins unique diabetes franchise will strengthen both Bristol-Myers Squibbs and AstraZenecas diabetes portfolios and
the alliance between these two companies, and together they will collaborate in developing and marketing Amylins products going forward.
3.
|
How did this transaction come about?
|
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.
4.
|
What are the terms of the transaction?
|
Under the terms of the agreement, Amylin shareholders will receive $31.00 in cash for each share of Amylin. This price represents a premium to Amylin shareholders of approximately 101 percent based on the
closing price of Amylin stock on March 27, 2012, the date prior to when news of a potential transaction became public.
Additional details will be in the tender offer documents filed with the Securities and Exchange Commission.
5.
|
How long before the transaction is completed?
|
We intend to move forward expeditiously so that we can begin to capture the benefits of this transaction quickly. Given that this is an all cash tender offer we expect to complete the transaction in the
third quarter of 2012.
6.
|
What are the integration plans? What can we expect in the interim period?
|
It is important to remember that until the transaction closes, Amylin, Bristol-Myers Squibb and AstraZeneca will continue to operate as independent companies and between now and then, the day-to-day
operations at Amylin will continue as usual. As always, we appreciate your efforts and will rely on you to stay focused on your jobs and to continue serving the patients and prescribers who depend on Amylin. We are in the early stages and there is a
lot of work to be done in the days ahead. We will keep you posted on the integration plan as details are finalized.
7.
|
How will this affect employees? Will there be any layoffs?
|
As with any transaction involving companies in the same industry, there will be overlaps in existing job functions that will result in some changes in duties and workforce reductions. We are committed to
treating all employees fairly. We will communicate new information when it becomes available and will provide answers to questions as soon as decisions are made.
How does this transaction benefit patients and healthcare providers?
With
Bristol-Myers Squibb and AstraZenecas combined resources and global footprint Amylin will be best positioned to maximize the potential and impact of our innovative diabetes therapies and reach more patients around the world with our treatment
options.
8.
|
How does the transaction affect our strategic partners?
|
In the short-term, nothing will change in terms of their interactions with Amylin. As we move closer to the completion of the transaction, we will strive to minimize any disruption to our interactions
with our partners. We are reaching out to our partners to let them know about todays announcement and how we believe it best positions Amylin going forward.
9.
|
When will we change to Bristol-Myers Squibb / AstraZeneca policies and procedures?
|
Until the transaction closes, which we expect to occur in the third quarter of 2012, Amylin, Bristol-Myers Squibb and AstraZeneca will
continue to operate as independent companies. Following the completion of the transaction, any changes in policy will be determined by an integration team. For now, you should continue to follow Amylins policies and procedures already in
place.
10.
|
What will happen to my benefits?
|
In general, employees that remain with the company will continue to receive the same benefits through December 31, 2012. More information on specific benefits will be shared at a later time.
11.
|
What will happen to Amylin stock options and restricted stock held by employees?
|
All current Amylin stock options and restricted stock positions will vest immediately upon the closing of the transaction.
12.
|
What approvals are required?
|
There are no regulatory approvals or consents required other than the satisfaction of customary closing conditions.
13.
|
What should I say if Im contacted by media, financial community, or other third parties about the transaction?
|
As always, should you be contacted by members of the media or financial community or other third parties regarding this transaction,
please refer all inquiries directly to Alice Izzo, Vice President, Corporate Affairs, at 858-642-7272 or
alice.izzo@amylin.com
.
14.
|
If I have additional questions, who can I ask?
|
We encourage you to speak with your manager or any member of the management team. We will communicate new information when it becomes available and will provide answers to questions as soon as decisions
are made.
Employee Voicemail Script
|
I want to share some very important news about the future of Amylin.
|
|
Today is an important day for our company and as valued employees I wanted you to be the first people I reached out to regarding todays announcement and what it
means for the future of Amylin.
|
|
A few minutes ago we announced that we have entered into a definitive merger agreement under which Bristol-Myers Squibb will acquire Amylin in an all cash transaction
with an enterprise value of approximately $7 billion.
|
|
Following the completion of Bristol-Myers Squibbs acquisition of Amylin, Bristol-Myers Squibb and AstraZeneca will enter into collaboration arrangements, based on
their existing framework, regarding Amylins portfolio of products.
|
|
As many of you know, Bristol-Myers Squibb and AstraZeneca are two of the most well-known and well respected companies in the pharmaceutical industry.
|
|
Together they bring enhanced financial resources, as well as regulatory, scientific and marketing expertise to the fight against the rising global diabetes epidemic.
|
|
As part of Bristol-Myers Squibb and AstraZeneca, Amylin will benefit from their combined resources and global footprint and will be best positioned to maximize the
potential and impact of our innovative diabetes therapies and reach more patients around the world with our treatment options.
|
|
As you know, we have achieved much in the last year, including delivering the first ever once-weekly therapy in the U.S. for patients with type 2 diabetes.
|
|
It is accomplishments like these, driven by your tireless efforts, that have generated the tremendous value that is being recognized today by these two great
pharmaceutical companies, and I thank you for your unwavering dedication.
|
|
As you can appreciate, we are in the early stages of this process and there is a lot of work to be done in the days ahead.
|
|
I recognize that you are likely to have many questions about what this announcement means for you.
|
|
We will work diligently to keep you up-to-date as we progress through this process and will communicate new information with you when it becomes available.
|
|
To provide additional information and answer to some of your initial questions, a copy of todays press release and a short Q&A document are included with this
message.
|
|
Between now and the completion of the transaction, which we expect to occur in third quarter of 2012, Amylin, Bristol-Myers Squibb and AstraZeneca will continue to
operate as independent companies and operations at Amylin will continue as usual.
|
|
As a result, it is important that all of us at Amylin maintain our focus on the task at hand, and continue serving the patients and prescribers who depend on Amylin to
manage their disease.
|
|
As always, I thank you for your continued commitment to Amylin and your hard work.
|
Manager Toolkit & Talking Points
I wanted to reach out to you about an important
transaction announced moments ago. Today we announced that we have entered into a definitive merger agreement under which Bristol-Myers Squibb will acquire Amylin in an all cash tender offer transaction with an enterprise value of approximately $7
billion.
Following the completion of Bristol-Myers Squibbs acquisition of Amylin, Bristol-Myers Squibb and AstraZeneca will enter into
collaboration arrangements, based on their existing framework, regarding Amylins portfolio of products.
Bristol-Myers Squibb and
AstraZeneca are two of the most well-known and well respected companies in the pharmaceutical industry, and will bring enhanced financial resources, as well as regulatory, scientific and marketing expertise to the fight against the rising global
diabetes epidemic. As part of Bristol-Myers Squibb and AstraZeneca, Amylin will benefit from their combined resources and global footprint and will be best positioned to maximize the potential and impact of our innovative diabetes therapies and
reach more patients around the world with our treatment options.
As leaders within Amylin, you will play an important role in helping our
employees understand this transaction and what it means for them. To ensure all employees have consistent information, I ask that you become familiar with the attached communications materials:
|
|
|
A copy of the
press release
that was issued this afternoon.
|
|
|
|
A copy of the
voicemail script
and
employee FAQ
document which were distributed to all Amylin employees.
|
Please remember that how you discuss this announcement may affect how your team members respond. I ask that you please discuss the facts as they were
announced please do not improvise or deviate from the messages that have been vetted and approved by our legal counsel. Further, there will likely be questions for which you do not have the answer. In those circumstances I ask that you please
respond with: Those details are being worked out, and I will need to get back to you on that.
To assist you in communicating with
your direct reports, below are some talking points and key messages to use in your discussions:
What we announced
|
|
|
As you have heard by now, our company has entered into a definitive merger agreement under which Bristol-Myers Squibb will acquire Amylin in a cash
transaction for a total enterprise value of approximately $7 billion.
|
|
|
|
Following the completion of Bristol-Myers Squibbs acquisition of Amylin, Bristol-Myers Squibb and AstraZeneca will enter into collaboration
arrangements, based on their existing framework, regarding Amylins portfolio of products.
|
|
|
|
Todays announcement follows a comprehensive process and we could not be more pleased that this transaction is with two of the most well-known and
well respected companies in the pharmaceutical industry.
|
|
|
|
With their combined resources and global footprint, Amylin will be best positioned to maximize the potential and impact of our innovative diabetes
therapies and reach more patients around the world with our treatment options.
|
|
|
|
We anticipate the transaction will close in the third quarter of 2012.
|
|
|
|
It is important to remember that until that time, Amylin, Bristol-Myers Squibb and AstraZeneca will continue to operate as independent companies and
between now and then the day-to-day operations at Amylin will continue normally.
|
What this means for you
|
|
|
I understand that you likely have many questions about what todays announcement means for you.
|
|
|
|
Please understand that we are in the early stages of this process and there is a lot of work to be done in the days ahead. As such, we are limited in
what we can say today.
|
|
|
|
As with any transaction involving two companies in the same industry, there will be some overlap. Accordingly, we are committed to treating all
employees fairly.
|
|
|
|
I assure you that you have my commitment to keeping you up to date on developments as we move toward the completion of this transaction.
|
|
|
|
As always, we appreciate your efforts and are relying on you to stay focused on your jobs and to continue serving the patients and prescribers who
depend on Amylin to manage their disease.
|
|
|
|
Your tireless efforts have generated tremendous value that is being recognized today by two of the most respected companies in the pharmaceutical
industry, and I thank you for your unwavering dedication.
|
|
|
|
If you have any additional questions, please contact Alice Izzo, Vice President, Corporate Affairs, at 858-642-7272 or alice.izzo@amylin.com.
|
|
|
|
Thank you for your hard work and continued dedication to our great company.
|
Forward-Looking Statement
This communication 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 communication, 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 Amylins 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 Amylins 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 communication.
Any forward-looking statements speak only as of the date of this communication and Amylin undertakes no obligation to publicly revise any such statements to reflect events or circumstances that arise
after the date of this communication. Amylin qualifies all of the information contained in this communication, and particularly these forward-looking statements, by these cautionary statements.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced, and this communication 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 SECs 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 Squibbs and Amylins 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
.
Amylin Pharmaceuticals, Inc. (MM) (NASDAQ:AMLN)
Historical Stock Chart
From Sep 2024 to Oct 2024
Amylin Pharmaceuticals, Inc. (MM) (NASDAQ:AMLN)
Historical Stock Chart
From Oct 2023 to Oct 2024