Bristol-Myers Squibb Announces Expiration of Hart-Scott-Rodino Review Period for Acquisition of Medarex, Inc.
August 12 2009 - 8:30AM
Business Wire
Bristol-Myers Squibb Company (NYSE: BMY) announced today that
the Hart-Scott-Rodino (HSR) review period for its tender offer for
Medarex, Inc. (NASDAQ: MEDX) has expired.
Bristol-Myers Squibb initiated on July 28, 2009, through its
wholly-owned subsidiary Puma Acquisition Corporation, a cash tender
offer to purchase all outstanding shares of common stock of Medarex
for $16 per share.
The expiration of the HSR waiting period satisfies one of the
conditions to the tender offer, which will expire at 12 midnight
(New York City time) on Monday, August 24, 2009, unless extended in
accordance with the merger agreement and the applicable rules and
regulations of the SEC. The closing of the tender offer remains
subject to customary terms and conditions, including the tender of
a number of shares that, together with the number of shares already
owned by Bristol-Myers Squibb, constitutes at least a majority of
Medarex’s outstanding shares of common stock (on a fully diluted
basis).
Georgeson Inc. is acting as information agent for Bristol-Myers
Squibb. J.P. Morgan Securities Inc. is serving as financial advisor
to Bristol-Myers Squibb in connection with the transactions and as
the dealer-manager for the tender offer. Cravath, Swaine &
Moore LLP is acting as legal counsel to Bristol-Myers Squibb.
Goldman, Sachs & Co. is serving as financial advisor to Medarex
in connection with the transactions and Medarex is represented by
Covington & Burling LLP.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose
mission is to extend and enhance human life. For more information,
visit www.bms.com.
Forward-Looking Statement
This press release contains "forward-looking statements" as that
term is defined in the Private Securities Litigation Reform Act of
1995, relating to the acquisition of Medarex by Bristol-Myers
Squibb. 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. 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, 2008, 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.
Except for the historical information presented herein, matters
discussed herein may constitute forward-looking statements that are
subject to certain risks and uncertainties that could cause actual
results to differ materially from any future results, performance
or achievements expressed or implied by such statements. Statements
that are not historical facts, including statements preceded by,
followed by, or that include the words “future”; “anticipate”;
“potential”; “believe”; or similar statements are forward-looking
statements. Risks and uncertainties include uncertainties as to the
timing of the tender offer and merger; uncertainties as to how many
of the Medarex shareholders will tender their shares in the offer;
the risk that competing offers will be made; the possibility that
various closing conditions for the transaction 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; the effects of disruption from the transaction making
it more difficult to maintain relationships with employees,
licensees, other business partners or governmental entities; as
well as risks detailed from time to time in Medarex’s public
disclosure filings with the SEC, including its Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, subsequent
quarterly filings on Form 10-Q and the Solicitation/Recommendation
Statement filed in connection with the tender offer. The
information contained in this release is as of August 12, 2009.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Medarex. Bristol-Myers
Squibb Company and Puma Acquisition Corporation have filed a tender
offer statement with the SEC, and have mailed an offer to purchase,
forms of letter of transmittal and related documents to Medarex
shareholders. Medarex has filed with the SEC, and has mailed to
Medarex shareholders, a solicitation/recommendation statement on
Schedule 14D-9. These documents contain important information
about the tender offer and shareholders of Medarex are urged to
read them carefully.
These documents are available at no charge at the SEC's website
at www.sec.gov. The tender offer statement and the related
materials may be obtained for free by directing a request by mail
to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York
10038 or by calling toll-free (800) 491-3096. In addition, a copy
of the offer to purchase, letter of transmittal and certain other
related tender offer documents may also be obtained free of charge
from Bristol-Myers Squibb by directing a request to: Corporate and
Business Communications, telephone: (609) 252-3337,
brian.henry@bms.com.
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