Bristol-Myers Squibb Company is commencing today, through its wholly owned subsidiary B&R Acquisition Company, a cash tender offer to purchase all outstanding shares of common stock of Amylin Pharmaceuticals, Inc. Bristol-Myers Squibb announced on Friday, June 29, 2012, its intent to acquire Amylin.
Upon the successful closing of the tender offer, stockholders of Amylin will receive $31.00 in cash for each share of Amylin common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable withholding taxes. Following the purchase of shares in the tender offer, Amylin will become a subsidiary of Bristol-Myers Squibb.
Bristol-Myers Squibb will file today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which provides the terms of the tender offer. Additionally, Amylin will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Amylin board of directors that Amylin stockholders accept the tender offer and tender their shares. As previously announced, the Amylin board of directors has determined that the merger agreement entered into by Bristol-Myers Squibb, B&R Acquisition Company and Amylin on June 29, 2012, and its related transactions including the tender offer, are advisable, fair to and in the best interests of Amylin and its stockholders.
The tender offer will expire at 5:00 PM (New York City time) on Tuesday, August 7, 2012, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to customary terms and conditions, including there being validly tendered a number of shares that constitutes at least a majority of Amylin’s outstanding shares of common stock determined on a fully-diluted basis, and the expiration, or the termination of the waiting period, under the Hart-Scott-Rodino Antitrust Improvements Act.